SB-2/A

     As filed with the Securities and Exchange Commission on August 25, 2005
                                                     Registration No. 333-126674

================================================================================
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM SB-2/A
                                 Amendment No. 1

                             Registration Statement
                        Under the Securities Act of 1934

                        Wallace Mountain Resources Corp.
                 (Name of Small Business Issuer in Its Charter)



                                                                
           NEVADA                               1000                     20-2597168
(State or Other Jurisdiction of     (Primary Standard Industrial      (I.R.S. Employer
Incorporation or Organization)       Classification Code Number)     Identification No.)


#29B Ebony Tower, President Park
99 Sukhumvit 24 Road
Bangkok 10110 Thailand                        +(662)262-9347       (214)594-6128
(Address of principal Executive Offices)    (Telephone Number)      (Fax Number)

James B. Parsons
Parsons Law Firm
2070 Skyline Tower, 10900 NE 4th Street
Bellevue, WA  98004                            (425)451-8036       (425)451-8568
(Name and Address of Agent for Service)     (Telephone Number)      (Fax Number)

Approximate Date of Commencement of Proposed Sale to the Public: As soon as
practicable after the effective date of this Registration Statement.


If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. [X]


If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title of Each                          Proposed        Proposed
  Class of                             Maximum         Maximum
 Securities                            Offering       Aggregate       Amount of
   to be           Amount to be       Price Per       Offering      Registration
 Registered         Registered         Unit (2)       Price (3)        Fee (1)
- --------------------------------------------------------------------------------
Units (4)              800,000          $0.05          $40,000          $  --
- --------------------------------------------------------------------------------
Common                 800,000          $0.05          $40,000          $ 5.08
- --------------------------------------------------------------------------------
Common Stock
Underlying Warrants    800,000          $0.10          $80,000          $10.16
================================================================================
(1)  Registration Fee has been paid via Fedwire.
(2)  This is the initial offering and no current trading market exists for our
     common stock. The price paid for the currently issued and outstanding
     common stock was valued at $0.005 per share.
(3)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c).
(4)  Each Unit consists of one share of Common Stock and one Common Stock
     Purchase Warrant. Each Common Stock Purchase Warrant will entitle the
     holder to purchase on additional share of Common Stock at a price of $.10
     per Share for a period of two years from the date of this offering.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================

                                   PROSPECTUS
                        WALLACE MOUNTAIN RESOURCES CORP.
                                  800,000 UNITS
                                  $.05 PER UNIT
       CONSISTING OF 800,000 SHARES OF COMMON STOCK AT $.05 PER SHARE AND
      800,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AT $.10 PER SHARE


This is the initial offering of Common stock of Wallace Mountain Resources Corp.
and no public market currently exists for the securities being offered. Wallace
Mountain Resources Corp. is offering for sale a total of 800,000 Units, each
Unit consisting of one share of Common Stock and one Common Stock Purchase
Warrant. Each Common Stock Purchase Warrant will entitle the holder to purchase
one additional share of Common Stock at a price of $.10 per Share for a period
of two years from the date of this offering. The offering is being conducted on
a self-underwritten, best efforts, all-or-none basis, which means our officer
and director will attempt to sell the Units. We intend to open a standard bank
checking account to be used only for the deposit of funds received from the sale
of the Units in this offering. If all Units are not sold and the total offering
amount is not deposited by the expiration date of the offering, all monies will
be returned to investors, without interest or deduction. The Units will be
offered at a price of $.05 per share for a period of one hundred and eighty
(180) days from the effective date of this prospectus (_______, 200_).

Wallace Mountain Resources Corp. is an exploratory stage, start-up company and
currently has no operations. Any investment in the shares offered herein
involves a high degree of risk. You should only purchase shares if you can
afford a complete loss of your investment. Our independent auditors have issued
an audit opinion for Wallace Mountain which includes a statement expressing
substantial doubt as to our ability to continue as a going concern.


BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND, PARTICULARLY,
THE RISK FACTORS SECTION BEGINNING ON PAGE 4.


Neither the U.S. Securities and Exchange Commission nor any state securities
division has approved or disapproved these securities, or determined if this
prospectus is truthful, accurate, current or complete. Any representation to the
contrary is a criminal offense.


                          Offering       Total
                           Price        Amount of     Underwriting    Proceeds
                          Per Unit      Offering      Commissions      To Us
                          --------      --------      -----------      -----
Common Stock               $.05          $40,000       $0              $40,000

Common Stock
Underlying Warrants        $.10          $80,000       $0              $80,000

As of the date of this prospectus, there is no public trading market for our
common stock and no assurance that a trading market for our securities will ever
develop.

We will establish a separate bank account and all proceeds will be deposited
into said account until such time as the total amount of the offering is
received and all Units are sold, at which time the funds will be released to us
for use in our operations. In the event we do not sell all of the Units before
the expiration date of the offering, all funds will be returned promptly to the
subscribers, without interest or deduction. The information in this prospectus
is not complete and may be changed. We will not sell these securities until the
registration statement filed with the U.S. Securities and Exchange Commission
for review has been cleared of comment and is effective. This prospectus is not
an offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer of sale is not permitted.

                 Subject to Completion, Dated __________, 200__

                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------
SUMMARY OF PROSPECTUS                                                       3
     General Information about Our Company                                  3
     The Offering                                                           4
RISK FACTORS                                                                4
     Risks Associated with our Company                                      4
     Risks Associated with this Offering                                    8
FORWARD LOOKING STATEMENTS                                                 12
USE OF PROCEEDS                                                            12
DETERMINATION OF OFFERING PRICE                                            13
DILUTION                                                                   13
PLAN OF DISTRIBUTION                                                       14
     Offering will be Sold by Our Officers and Directors                   14
     Terms of the Offering                                                 15
     Deposit of Offering Proceeds                                          15
     Procedures for and Requirements for Subscribing                       15
     Exercise of Warrants                                                  16
LEGAL PROCEEDINGS                                                          16
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS               16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT             18
DESCRIPTION OF SECURITIES                                                  18
INTEREST OF NAMED EXPERTS AND COUNSEL                                      19
INDEMNIFICATION                                                            19
ORGANIZATION WITHIN LAST FIVE YEARS                                        20
DESCRIPTION OF OUR BUSINESS                                                20
     Glossary                                                              20
     General Information                                                   25
     Competition                                                           36
     Compliance with Government Regulation                                 37
     Patents and Trademarks                                                38
     Need for Any government Approval of Principal Products                38
     Research and Development Activities                                   38
     Employees and Employment Agreements                                   38
     Reports to Security Holders                                           38
PLAN OF OPERATION                                                          39
DESCRIPTION OF PROPERTY                                                    45
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                             46
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                   46
EXECUTIVE COMPENSATION                                                     49
FINANCIAL STATEMENTS                                                       50
CHANGES IN & DISAGREEMENTS WITH ACCOUNTANTS                                50

                                       2

                                    SUMMARY

GENERAL INFORMATION

You should read the following summary together with the more detailed business
information and the financial statements and related notes that appear elsewhere
in this prospectus. In this prospectus, unless the context otherwise denotes,
references to "we", "us", "our", and "Wallace Mountain" are to Wallace Mountain
Resources Corp.

Wallace Mountain Resources Corp. (the "Company") was incorporated in the State
of Nevada on March 30, 2005 to engage in the acquisition, exploration and
development of natural resource properties. The Company intends to use the net
proceeds from this Offering to develop its business operations. (See "Business
of the Company" and "Use of Proceeds".) We are an exploration stage company with
no revenues and limited operating history. The principal executive offices are
located at #29B Ebony Tower, President Park, 99 Sukhumvit 24 Road, Bangkok 10110
Thailand. The telephone number is +662-262-9347.


The company does not consider itself to be a blank check company as defined in
Rule 419 of Regulation C of the Securities Act of 1933. The company has a
specific business plan and is seeking the funds to execute its business plan.
Rule 419 of Regulation C promulgated under the Securities Act of 1933 applies to
companies having no specific business plans other than to engage in a merger or
acquisition with an unidentified company or companies, or other entity. We do
not anticipate or intend to be used as a vehicle for a reverse merger or merge
with or acquire another company in the foreseeable future. We are aggressively
pursuing our business plan given the current financial status of the company and
the fact that we were very recently incorporated. We have taken the following
steps to advance our business plan; we have secured our mineral rights to the
property at South Wallace Mountain, prepared and filed our SB-2 Registration
Statement with the Securities and Exchange Commission and drafted our business
plan. The corporation was formed for the purpose of executing a specific
business plan developed by our founder, Mr. Gelfand, as set forth in the
prospectus. We are moving forward with our development as defined in the
business plan. Based upon the above, we believe we are not within the scope of
Rule 419.

We received our initial funding of $5,000 through the sale of common stock to
our officer and director who purchased 1,000,000 shares of our common stock at
$0.005 per share on March 30, 2005. From inception until the date of this filing
we have had limited operating activities. Our financial statements from
inception (March 30, 2005) through the year ended March 31, 2005 and the three
months ended June 30, 2005 report no revenues and a net loss of $12,229. Our
independent auditors have issued an audit opinion for Wallace Mountain which
includes a statement expressing substantial doubt as to our ability to continue
as a going concern.

We have not engaged the services of a professional geologist or mining engineer
to examine our mineral claims and have not yet commenced any exploration
activities on the claims. Our property if without known reserves and there is
the possibility that the South Wallace Mountain Project claims do not contain
any reserves and funds that we spend on exploration will be lost. Even if we
complete our current exploration program and are successful in identifying a
mineral deposit we will be required to expend substantial funds on further
drilling and engineering studies before we will know if we have a commercially
viable mineral deposit or reserve.


                                       3


There is no current public market for our securities. We have no current public
offering and no proposed public offering of our equity. As our stock is not
publicly traded, investors should be aware they probably will be unable to sell
their shares and their investment in our securities is not liquid.


OFFERING

Securities Being Offered      800,000 Units - Each Unit consists of one share of
                              common stock and one Common Stock Purchase
                              Warrant.

Price per Unit                $0.05

Offering Period               The Units are offered for a period not to exceed
                              180 days, unless extended by our Board of
                              Directors for an additional 90 days.

Net Proceeds                  $40,000 (Total Offering Proceeds). An additional
                              $80,000 (Assuming exercise of all Warrants, of
                              which there is no assurance)
Securities Issued
and Outstanding               2,600,000 shares of common stock were issued and
                              outstanding as of the date of this prospectus.

Registration costs            We estimate our total offering registration costs
                              to be $5,700.

                                  RISK FACTORS


An investment in these securities involves an exceptionally high degree of risk
and is extremely speculative in nature. Following are what we believe are all
the material risks involved if you decide to purchase Units in this offering.

RISKS ASSOCIATED WITH OUR COMPANY:

WE ARE AN EXPLORATION STAGE COMPANY BUT HAVE NOT YET COMMENCED EXPLORATION
ACTIVITIES ON OUR CLAIMS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE
FORESEEABLE FUTURE.

     We have not yet commenced exploration on the South Wallace Mountain Project
     Claims. Accordingly, we have no way to evaluate the likelihood that our
     business will be successful. We were incorporated on March 30, 2005 and to
     date have been involved primarily in organizational activities and the
     acquisition of the mineral claims. We have not earned any revenues as of
     the date of this prospectus. Potential investors should be aware of the
     difficulties normally encountered by new mineral exploration companies and


                                       4


     the high rate of failure of such enterprises. The likelihood of success
     must be considered in light of the problems, expenses, difficulties,
     complications and delays encountered in connection with the exploration of
     the mineral properties that we plan to undertake. These potential problems
     include, but are not limited to, unanticipated problems relating to
     exploration, and additional costs and expenses that may exceed current
     estimates. Prior to completion of our exploration stage, we anticipate that
     we will incur increased operating expenses without realizing any revenues.
     We therefore expect to incur significant losses into the foreseeable
     future. We recognize that if we are unable to generate significant revenues
     from development of the South Wallace Mountain Project claims and the
     production of minerals from the claims, we will not be able to earn profits
     or continue operations. There is no history upon which to base any
     assumption as to the likelihood that we will prove successful, and it is
     doubtful that we will generate any operating revenues or ever achieve
     profitable operations. If we are unsuccessful in addressing these risks,
     our business will most likely fail.

BECAUSE MANAGEMENT HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION, OUR
BUSINESS HAS A HIGHER RISK OF FAILURE.

     Our director has no professional training or technical credentials in the
     field of geology and specifically in the areas of exploring, developing and
     operating a mine. As a result, we may not be able to recognize and take
     advantage of potential acquisition and exploration opportunities in the
     sector without the aid of qualified geological consultants. As well, with
     no direct training or experience, our management may not be fully aware of
     the specific requirements related to working in this industry. His
     decisions and choices may not take into account standard engineering or
     managerial approaches mineral exploration companies commonly use.
     Consequently our operations, earnings and ultimate financial success may
     suffer irreparable harm as a result.

OUR INDEPENDENT AUDITORS HAVE ISSUED AN AUDIT OPINION FOR WALLACE MOUNTAIN WHICH
INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. OUR FINANCIAL STATUS
CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING CONCERN.

     As described in Note 1 of our accompanying financial statements, our
     limited exploration stage and our lack of any guaranteed sources of future
     capital create substantial doubt as to our ability to continue as a going
     concern. If our business plan does not work, we could remain as a start-up
     company with limited material operations, revenues, or profits.

WITHOUT THE FUNDING FROM THIS OFFERING WE WILL BE UNABLE TO IMPLEMENT OUR
BUSINESS PLAN AND WE WILL REQUIRE ADDITIONAL FUNDING TO SUSTAIN OPERATIONS ONCE
EXPLORATION IS COMPLETE.

     Our current operating funds are less than necessary to complete all
     intended exploration of the South Wallace Mountain Project claims, and
     therefore we will need the funds from this offering in order to complete
     our business plan. As of June 30, 2005, we had cash in the amount of $771.
     We currently do not have any operations and we have no income. Even after


                                       5


     completing all proposed exploration, we will not know if we have a
     commercially viable mineral deposit. Even if we complete our current
     exploration program and are successful in identifying a mineral deposit we
     will be required to expend substantial funds on further drilling and
     engineering studies before we will know if we have a commercially viable
     mineral deposit or reserve. We will require additional financing to sustain
     our business operations if we are not successful in earning revenues once
     exploration is complete. We do not currently have any arrangements for
     financing and may not be able to find such financing if required. Obtaining
     additional financing would be subject to a number of factors, including the
     market price for the minerals, investor acceptance of our claims and
     general market conditions. These factors may make the timing, amount, terms
     or conditions of additional financing unavailable to us. The most likely
     source of future funds presently available to us is through the sale of
     equity capital. Any sale of share capital will result in dilution to
     existing shareholders. Without funding, we may be only partially successful
     or completely unsuccessful in implementing our business plan, and our
     shareholders may lose part or all of their investment.

WE HAVE NOT YET HAD OUR PROPERTY EXAMINED IN THE FIELD BY A PROFESSIONAL
GEOLOGIST OR MINING ENGINEER, THERE IS THE RISK THAT OUR PROPERTY DOES NOT
CONTAIN ANY KNOWN BODIES OF ORE.

     There is the likelihood of our mineral claims containing little or no
     economic mineralization or reserves of gold and other minerals. While we
     have geological reports detailing previous exploration within the current
     property boundaries completed by professional geologists in the early
     1980's, we have not yet engaged the services of a professional geologist or
     mining engineer to examine our mineral claims. There is the possibility
     that the previous work was not carried out properly and the South Wallace
     Mountain Project claims do not contain any reserves, resulting in any funds
     spent by us on exploration being lost. As well, problems such as unusual or
     unexpected formations and other conditions involved in mineral exploration
     often result in unsuccessful exploration efforts. In such a case, we would
     be unable to complete our business plan.

BECAUSE WE HAVE NOT SURVEYED THE SOUTH WALLACE MOUNTAIN PROJECT CLAIMS, WE MAY
DISCOVER MINERALIZATION ON THE CLAIMS THAT IS NOT WITHIN OUR CLAIMS BOUNDARIES.

     While we have conducted a mineral claims title search to confirm that
     Madman Mining Company (an unrelated mining property vendor) had the right
     to sell the claims to our president, Robert Gelfand, who now holds the
     claims in trust, this should not be construed as a guarantee of claims
     boundaries. Until the claims are surveyed, the precise location of the
     boundaries of the claims may be in doubt. If we discover mineralization
     that is close to the estimated claims boundaries, it is possible that some
     or all of the mineralization may occur outside the boundaries. In such a
     case we would not have the right to extract these minerals.

IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON OUR MINERAL PROPERTY,
WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO SUCCESSFULLY ADVANCE THE
MINERAL CLAIMS INTO COMMERCIAL PRODUCTION.


                                       6


     Our mineral property does not contain any known bodies of ore. If our
     exploration program is successful in establishing ore of commercial tonnage
     and grade, we will require additional funds in order to advance the mineral
     claims into commercial production. In such an event, we may be unable to
     obtain any such funds, or to obtain such funds on terms that we consider
     economically feasible and you may lose your investment in this offering.

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

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

BECAUSE ACCESS TO OUR MINERAL CLAIMS IS OFTEN RESTRICTED BY INCLEMENT WEATHER,
WE WILL BE DELAYED IN OUR EXPLORATION AND ANY FUTURE MINING EFFORTS.

     It is possible that snow or rain could cause roads leading to our claims to
     be impassable. We anticipate being able to access our mineral claims
     between the months of March and November during which time we intend to
     conduct our field exploration. However if the roads are impassable we would
     be delayed in our exploration timetable.

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

     There are several governmental regulations that materially restrict mineral
     claims exploration and development. Under Canadian mining law, to engage in
     certain types of exploration will require work permits, the posting of
     bonds, and the performance of remediation work for any physical disturbance
     to the land. While these current laws will not affect our initial
     exploration phase, if we identify exploitable minerals and proceed to phase
     two which includes drilling operations on the South Wallace Mountain
     Project claims, we will incur regulatory compliance costs based upon the
     size and scope of our operations. In addition, the legal and regulatory
     environment that pertains to the exploration of ore is uncertain and may
     change. Uncertainty and new regulations could increase our costs of doing
     business and prevent us from exploring for and the exploitation of ore
     deposits. In addition to new laws and regulations being adopted, existing
     laws may be applied to mining that have not as yet been applied. These new
     laws may increase our cost of doing business with the result that our
     financial condition and operating results may be harmed.


                                       7


BASED ON CONSUMER DEMAND, THE GROWTH AND DEMAND FOR ANY ORE WE MAY RECOVER FROM
OUR CLAIMS MAY BE SLOWED, RESULTING IN REDUCED REVENUES TO THE COMPANY.

     Our continued success will be dependent on the growth of demand for ore. If
     consumer demand slows our revenues may be significantly affected. This
     could limit our ability to generate revenues and our financial condition
     and operating results may be harmed.

THE LOSS OF THE SERVICES OF ROBERT GELFAND COULD SEVERELY IMPACT OUR BUSINESS
OPERATIONS AND FUTURE DEVELOPMENT, WHICH COULD RESULT IN A LOSS OF REVENUES AND
YOUR ABILITY TO EVER SELL ANY SHARES YOU PURCHASE IN THIS OFFERING.

     Our performance is substantially dependent upon the professional expertise
     of our President, Robert Gelfand. The loss of his services could have an
     adverse effect on our business operations, financial condition and
     operating results if we are unable to replace him with another individual
     qualified to develop our exploration business. The loss of his services
     could result in a loss of revenues, which could result in a reduction of
     the value of any shares you purchase in this offering.

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

     Robert Gelfand, the sole officer and director of the company, currently
     devotes approximately 5 to 7 hours per week of his business time on
     providing management services to us. While our executive officer presently
     possesses adequate time to attend to our interests, it is possible that the
     demands on him from his other obligations could increase, with the result
     that he would no longer be able to devote sufficient time to the management
     of our business. This could negatively impact our business development.


RISKS ASSOCIATED WITH THIS OFFERING:

THE TRADING IN OUR SHARES WILL BE REGULATED BY SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."

     The shares being offered are defined as a penny stock under the Securities
     and Exchange Act of 1934, and rules of the Commission. The Exchange Act and
     such penny stock rules generally impose additional sales practice and
     disclosure requirements on broker-dealers who sell our securities to
     persons other than certain accredited investors who are, generally,
     institutions with assets in excess of $5,000,000 or individuals with net
     worth in excess of $1,000,000 or annual income exceeding $200,000, or
     $300,000 jointly with spouse), or in transactions not recommended by the
     broker-dealer. For transactions covered by the penny stock rules, a
     broker-dealer must make a suitability determination for each purchaser and
     receive the purchaser's written agreement prior to the sale. In addition,
     the broker-dealer must make certain mandated disclosures in penny stock
     transactions, including the actual sale or purchase price and actual bid

                                       8

     and offer quotations, the compensation to be received by the broker-dealer
     and certain associated persons, and deliver certain disclosures required by
     the Commission. Consequently, the penny stock rules may make it difficult
     for you to resell any shares you may purchase, if at all.

WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES.

     This offering is self-underwritten, that is, we are not going to engage the
     services of an underwriter to sell the shares; we intend to sell them
     through our officer and director, who will receive no commissions. We will
     offer the shares to our friends, relatives, acquaintances and business
     associates, however, there is no guarantee that we will be able to sell any
     of the shares. Unless we are successful in selling all of the shares and
     receiving all of the proceeds from this offering, we may have to seek
     alternative financing to implement our business plans.

DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.

     We are not registered on any public stock exchange. There is presently no
     demand for our common stock and no public market exists for the shares
     being offered in this prospectus. We plan to contact a market maker
     immediately following the effectiveness of this Registration Statement and
     apply to have the shares quoted on the OTC Electronic Bulletin Board
     (OTCBB). The OTCBB is a regulated quotation service that displays real-time
     quotes, last sale prices and volume information in over-the-counter (OTC)
     securities. The OTCBB is not an issuer listing service, market or exchange.
     Although the OTCBB does not have any listing requirements per se, to be
     eligible for quotation on the OTCBB, issuers must remain current in their
     filings with the SEC or applicable regulatory authority. Market Makers are
     not permitted to begin quotation of a security whose issuer does not meet
     this filing requirement. Securities already quoted on the OTCBB that become
     delinquent in their required filings will be removed following a 30 or 60
     day grace period if they do not make their required filing during that
     time. We cannot guarantee that our application will be accepted or approved
     and our stock listed and quoted for sale. As of the date of this filing,
     there have been no discussions or understandings between Wallace Mountain
     or anyone acting on our behalf with any market maker regarding
     participation in a future trading market for our securities. If no market
     is ever developed for our common stock, it will be difficult for you to
     sell any shares you purchase in this offering. In such a case, you may find
     that you are unable to achieve any benefit from your investment or
     liquidate your shares without considerable delay, if at all. In addition,
     if we fail to have our common stock quoted on a public trading market, your
     common stock will not have a quantifiable value and it may be difficult, if
     not impossible, to ever resell your shares, resulting in an inability to
     realize any value from your investment.

                                       9

YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOUR
SHARES.


     Our existing stockholder acquired his shares at a cost of $.005 per share,
     a cost per share substantially less than that which you will pay for the
     shares you purchase in this offering. Upon completion of this offering the
     net tangible book value of the shares held by our existing stockholder
     (2,600,000 shares) will be increased by $.017 per share without any
     additional investment on his part. The purchasers of Units in this offering
     will incur immediate dilution (a reduction in the net tangible book value
     per share from the offering price of $.05 per Share) of $.032 per share. As
     a result, after completion of the offering, the net tangible book value of
     the shares held by purchasers in this offering would be $.018 per share,
     reflecting an immediate reduction in the $.05 price per share they paid for
     their shares.

WE WILL BE HOLDING ALL PROCEEDS FROM THE OFFERING IN A STANDARD BANK CHECKING
ACCOUNT UNTIL ALL SHARES ARE SOLD. BECAUSE THE SHARES ARE NOT HELD IN AN ESCROW
OR TRUST ACCOUNT THERE IS A RISK YOUR MONIES WILL NOT BE RETURNED IF ALL THE
SHARES ARE NOT SOLD.

     All funds received from the sale of shares in this offering will be
     deposited into a standard bank checking account until all shares are sold
     and the offering is closed, at which time, the proceeds will be transferred
     to our business operating account. We have committed to return all monies
     deposited to the original purchasers in the event all shares in the
     offering are not sold. However since the funds will not be placed into an
     escrow, trust or other similar account, there can be no guarantee that any
     third party creditor who may obtain a judgment or lien against us would not
     satisfy the judgment or lien by executing on the bank account where the
     offering proceeds are being held, resulting in a loss of any investment you
     make in our securities.


WE WILL BE HOLDING ALL PROCEEDS FROM THE OFFERING IN A STANDARD BANK CHECKING
ACCOUNT UNTIL ALL SHARES ARE SOLD HOWEVER THERE IS NO GUARANTEE ALL OF THE FUNDS
WILL BE USED AS OUTLINED IN THIS PROSPECTUS.

     All funds received from the sale of shares in this offering will be
     deposited into a standard bank checking account until all shares are sold
     and the offering is closed, at which time, the proceeds will be transferred
     to our business operating account. We have committed to use the proceeds
     raised in this offering for the uses set forth in the proceeds table.
     However, certain factors beyond our control, such as increases in certain
     costs, could result in the company being forced to reduce the proceeds
     allocated for other uses in order to accommodate these unforeseen changes.
     The failure of our management to use these funds effectively could result
     in unfavorable returns. This could have a significant adverse effect on our
     financial condition and could cause the price of our common stock to
     decline.

                                       10

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE,
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

     Our business plan allows for the payment of the estimated $5,700 cost of
     this registration statement to be paid from the proceeds of the offering.
     We plan to contact a market maker immediately following the effectiveness
     of this Registration Statement and apply to have the shares quoted on the
     OTC Electronic Bulletin Board. To be eligible for quotation on the OTCBB,
     issuers must remain current in their filings with the SEC. Market Makers
     are not permitted to begin quotation of a security whose issuer does not
     meet this filing requirement. Securities already quoted on the OTCBB that
     become delinquent in their required filings will be removed following a 30
     or 60 day grace period if they do not make their required filing during
     that time. In order for us to remain in compliance we will require future
     revenues to cover the cost of these filings, which could comprise a
     substantial portion of our available cash resources. If we are unable to
     generate sufficient revenues to remain in compliance it may be difficult
     for you to resell any shares you may purchase, if at all.

OUR SOLE DIRECTOR/OFFICER BENEFICIALLY OWNS 100% OF THE OUTSTANDING SHARES OF
OUR COMMON STOCK. AFTER THE COMPLETION OF THIS OFFERING HE WILL BENEFICIALLY OWN
76% OF THE OUTSTANDING SHARES. IF HE CHOOSES TO SELL HIS SHARES IN THE FUTURE,
IT MIGHT HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK.

     Due to the controlling amount of his share ownership in our company, if our
     sole director/officer decides to sell his shares in the public market, the
     market price of our stock could decrease and all shareholders suffer a
     dilution of the value of their stock. If our director/officer decides to
     sell any of his common stock, he will be subject to Rule 144 under the 1933
     Securities Act. Rule 144 restricts the ability of our director or officer
     (affiliate) to sell shares by limiting the sales of securities made under
     Rule 144 during any three-month period to the greater of: (1) 1% of the
     outstanding common stock of the issuer; or (2) the average weekly reported
     trading volume in the outstanding common stock reported on all securities
     exchanges during the four calendar weeks preceding the filing of the
     required notice of the sale under Rule 144 with the SEC.

OUR DIRECTOR/OFFICER BENEFICIALLY OWNS 100% OF THE OUTSTANDING SHARES OF OUR
COMMON STOCK. AFTER THE COMPLETION OF THIS OFFERING HE WILL BENEFICIALLY OWN 76%
OF THE OUTSTANDING SHARES. HE WILL CONTROL AND MAKE CORPORATE DECISIONS THAT MAY
DIFFER FROM THOSE THAT MIGHT BE MADE BY THE OTHER SHAREHOLDERS.

     Due to the controlling amount of his share ownership in our company, our
     sole director/officer will have a significant influence in determining the
     outcome of all corporate transactions, including the power to prevent or
     cause a change in control. His interests may differ from the interests of
     the other stockholders and thus result in corporate decisions that are
     disadvantageous to other shareholders.

                                       11

                           FORWARD LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the "Risk Factors" section and elsewhere in
this prospectus.

                                 USE OF PROCEEDS

Assuming sale of all of the Units offered herein, of which there is no
assurance, the Company estimates that the net proceeds from this Offering will
be approximately $34,300 after deducting $5,700 for estimated offering expenses,
which include legal, accounting and all filing fees. The proceeds are expected
to be disbursed, in the priority set forth below, during the first twelve (12)
months after the successful completion of the Offering as follows:

     Total Proceeds to the Company                                  $40,000

     Less: Offering Expenses
            Legal                                                     1,500
            Accounting                                                1,000
            Preparation and EDGARization                              2,500
            Transfer Agent                                              600
            Printing                                                     85
            Registration Fees                                            15
                                                                    -------
     Net Proceeds to the Company                                     34,300

     Exploration Program                                             24,000
     Administration and Office Expense                                2,000
     Legal and Accounting                                             4,000
     Working Capital                                                  4,300
                                                                    -------

     Total Use of Net Proceeds                                      $34,300
                                                                    =======

We will establish a separate bank account and all proceeds will be deposited
into said account until such time as the total amount of the offering is
received and all Units are sold, at which time the funds will be released to us
for use in our operations. In the event we do not sell all of the Units before
the expiration date of the offering, all funds will be returned promptly to the
subscribers, without interest or deduction. Our director has verbally agreed to
loan the company funds to complete the registration process but we will require
full funding to implement our complete business plan.

                                       12

                         DETERMINATION OF OFFERING PRICE

The offering price of the Units has been determined arbitrarily by us. The price
does not bear any relationship to our assets, book value, earnings, or other
established criteria for valuing a privately held company. In determining the
number of shares to be offered underlying the Units and Warrants, and the
offering prices, we took into consideration our capital structure and the amount
of money we would need to implement our business plans. Accordingly, the
offering price should not be considered an indication of the actual value of the
securities.

The exercise price of the warrants was arbitrarily determined by us and does not
bear any relationship to our assets, book value, earnings, projected revenues or
other established criteria. Given the fact that the exercise price of $.10 per
share is 2 times $.05 offering price of the Units in this Offering and 20 times
the $.005 price per share paid by our current shareholder for his shares, there
is no guarantee that any or all of the warrants will ever be exercised.

                                    DILUTION

Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the Units you purchase is also a result of the
lower book value of the shares held by our existing stockholders.


As of June 30, 2005, the net tangible book value of our shares was $771 or $NIL
per share, based upon 2,600,000 shares outstanding.

Upon completion of this Offering, but without taking into account any change in
the net tangible book value after completion of this Offering other than that
resulting from the sale of the Units and receipt of the total proceeds of
$40,000, less offering expenses of $5,700, for a total net proceeds to us of
$34,300, the net tangible book value of the 3,400,000 shares to be outstanding
will be $59,529, or approximately $.018 per Share. Accordingly, the net tangible
book value of the shares held by our existing stockholder (2,600,000 shares)
will be increased by $.017 per share without any additional investment on his
part. The purchasers of Units in this offering will incur immediate dilution (a
reduction in the net tangible book value per share from the offering price of
$.05 per Share) of $.032 per share. As a result, after completion of the
offering, the net tangible book value of the shares held by purchasers in this
offering would be $.018 per share, reflecting an immediate reduction in the $.05
price per share they paid for their shares.


After completion of the offering, the existing shareholder will own 76% of the
total number of shares then outstanding, for which he will have made an
investment of $13,000, or $.005 per Share. Upon completion of the offering, the
purchasers of the Units offered hereby will own 24% of the total number of
shares then outstanding, for which they will have made a cash investment of
$40,000, or $.05 per Share.

                                       13

The following table illustrates the per share dilution to the new investors:


     Public Offering Price per Share                         $ .05
     Net Tangible Book Value Prior to this Offering          $  NIL
     Net Tangible Book Value After Offering                  $ .018
     Immediate Dilution per Share to New Investors           $ .032


The following table summarizes the number and percentage of shares purchased,
the amount and percentage of consideration paid and the average price per Share
paid by our existing stockholder and by new investors in this offering:

                                                       Total
                         Price        Number of      Percent of    Consideration
                       Per Share     Shares Held     Ownership         Paid
                       ---------     -----------     ---------         ----
     Existing
     Stockholder        $ .005        2,600,000         76%           $13,000

     Investors in
     This Offering      $ .05           800,000         24%           $40,000

If all warrants are exercised, investors would suffer even more significant
dilution in the price they paid for their shares.

                              PLAN OF DISTRIBUTION


OFFERING WILL BE SOLD BY OUR OFFICER AND DIRECTOR


This is a self-underwritten offering. This Prospectus is part of a Prospectus
that permits our officer and director to sell the Units directly to the public,
with no commission or other remuneration payable to him for any Units he may
sell. There are no plans or arrangements to enter into any contracts or
agreements to sell the Units with a broker or dealer. Robert Gelfand, our
officer and director, will sell the shares and intends to offer them to friends,
family members and business acquaintances. In offering the securities on our
behalf, our officer and director will rely on the safe harbor from broker dealer
registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.

The officer and director will not register as a broker-dealer pursuant to
Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1,
which sets forth those conditions under which a person associated with an Issuer
may participate in the offering of the Issuer's securities and not be deemed to
be a broker-dealer.

                                       14

     a.   Our officer and director is not subject to a statutory
          disqualification, as that term is defined in Section 3(a)(39) of the
          Act, at the time of his participation; and,

     b.   Our officer and director will not be compensated in connection with
          his participation by the payment of commissions or other remuneration
          based either directly or indirectly on transactions in securities; and

     c.   Our officer and director is not, nor will be at the time of his
          participation in the offering, an associated person of a
          broker-dealer; and

     d.   Our officer and director meets the conditions of paragraph (a)(4)(ii)
          of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs,
          or is intended primarily to perform at the end of the offering,
          substantial duties for or on behalf of our company, other than in
          connection with transactions in securities; and (B) is not a broker or
          dealer, or been associated person of a broker or dealer, within the
          preceding twelve months; and (C) has not participated in selling and
          offering securities for any Issuer more than once every twelve months
          other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

Our officer, director, control person and affiliates of same do not intend to
purchase any Units in this offering.

TERMS OF THE OFFERING

The Units will be sold at the fixed price of $.05 per Unit until the completion
of this offering. There is no minimum amount of subscription required per
investor, and subscriptions, once received, are irrevocable.

This offering will commence on the date of this prospectus and continue for a
period of 180 days (the "Expiration Date").

DEPOSIT OF OFFERING PROCEEDS

This is a "best efforts", "all or none" offering and, as such, we will not be
able to spend any of the proceeds unless and until all units are sold and all
proceeds are received. We intend to hold all monies collected for subscriptions
in a separate bank account until the total amount of $40,000 has been received.
At that time, the funds will be transferred to our business account for use in
the implementation of our business plans. In the event the offering is not sold
out prior to the Expiration Date, all monies will be returned to investors,
without interest or deduction.

PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION

If you decide to subscribe for any units in this offering, you will be required
to execute a Subscription Agreement and tender it, together with a check or

                                       15

certified funds to us. Subscriptions, once received by the company, are
irrevocable. All checks for subscriptions should be made payable to Wallace
Mountain Resources Corp.

EXERCISE OF WARRANTS

Each Unit consists of one share of Common Stock and one Common Stock Purchase
Warrant. Each Common Stock Purchase Warrant will entitle the holder to purchase
one additional share of Common Stock at the price of $.10 per Share for a period
of two years from the date of this offering. We intend to complete and enter
into a Warrant Agreement with Holladay Stock Transfer, our registered stock
transfer agent, to allow them to handle the issuance of the Common Stock
underlying the warrants upon surrender and payment of the exercise price to us
by any holders.

                                LEGAL PROCEEDINGS

Wallace Mountain is not currently involved in any legal proceedings and we are
not aware of any pending or potential legal actions.

          DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The director and officer of Wallace Mountain Resources Corp., whose one year
term will expire 4/15/06, or at such a time as his successor(s) shall be elected
and qualified is as follows:

Name & Address             Age    Position     Date First Elected   Term Expires
- --------------             ---    --------     ------------------   ------------
Robert Gelfand             39     President,       03/30/05           04/15/06
#29B Ebony Tower                  Secretary,
President Park                    Treasurer,
99 Sukhumvit 24 Road              CFO, CEO &
Bangkok 10110 Thailand            Director

The foregoing person is a promoter of Wallace Mountain, as that term is defined
in the rules and regulations promulgated under the Securities and Exchange Act
of 1933.

Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.

The director and officer currently devotes an immaterial amount of time,
approximately 5 to 7 hours per week, to manage the business affairs of our
company. After receiving funding per our business plan Mr. Gelfand intends to
devote as much time as the board of directors deems necessary to manage the
affairs of the company.

                                       16

No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.

No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.

No executive officer or director of the corporation is the subject of any
pending legal proceedings.

RESUME

ROBERT GELFAND has been the President, CEO, Treasurer, CFO, Secretary, and
Director of the Company since inception. From July 1996 to the present he has
been a Director of StarAsia Capital Inc., a venture capital company for emerging
growth companies in Bangkok, Thailand. From April 1999 to January 2001 he was a
Director and Officer of Never Miss A Call, Inc., a publicly-traded Nevada
corporation, that operated an automated voice answering service in Vancouver,
BC, Canada. From August 1998 to April 1999 he was a Director and Officer of
Pac-Rim Consulting, Inc., a publicly-traded Nevada corporation, that offered
consulting services providing guidance in real estate transactions for investors
in SE Asia looking to purchase real estate in Canada located in Vancouver, BC,
Canada. From September 1997 to January 1999 he was a Director and Officer of
Meximed Industries, a publicly-traded Nevada corporation, that was a medical
supplies distributor based out of Vancouver, BC.

Mr. Gelfand holds a Bachelor of Commerce Degree (Finance major) from The
University of British Columbia, in Vancouver, BC, Canada where he received it in
1989. Mr. Gelfand also holds the Chartered Financial Analyst designation (CFA)
which he received from the CFA Institute in Charlottesville, Virginia. He
intends to devote his time as required to the business of the Company.

                                       17

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information on the ownership of Wallace
Mountain's voting securities by officers, directors and major shareholders as
well as those who own beneficially more than five percent of our common stock as
of the date of this prospectus:

                               No. of       No. of
    Name and                   Shares       Shares     Percentage of Ownership:
     Address                   Before        After       Before       After
Beneficial Owner(1)           Offering     Offering     Offering    Offering
- -------------------           --------     --------     --------    --------
Robert Gelfand               2,600,000    2,600,000       100%         76%
#29 Ebony Tower
President Park
99 Sukhumvit 24 Road
Bangkok 10110 Thailand

All Officers and
Directors as a Group         2,600,000    2,600,000       100%         76%

- ----------
(1)  The person named above may be deemed to be a "parent" and "promoter" of the
     Company, within the meaning of such terms under the Securities Act of 1933,
     as amended, by virtue of his direct holdings in the Company.

                            DESCRIPTION OF SECURITIES

COMMON STOCK

The authorized capital stock of the Company consists of 75,000,000 shares of
Common Stock, par value $.001. The holders of Common Stock currently (i) have
equal ratable rights to dividends from funds legally available therefore, when,
as and if declared by the Board of Directors of the Company; (ii) are entitled
to share ratably in all of the assets of the Company available for distribution
to holders of Common Stock upon liquidation, dissolution or winding up of the
affairs of the Company; (iii) do not have preemptive, subscription or conversion
rights and there are no redemption or sinking fund provisions or rights
applicable thereto; and (iv) are entitled to one non-cumulative vote per share
on all matters on which stockholders may vote. All shares of Common Stock now
outstanding are fully paid for and non-assessable and all shares of Common Stock
which are the subject of this Offering, when issued, will be fully paid for and
non-assessable. Reference is made to the Company's Articles of Incorporation,
By-Laws and the applicable statutes of the State of Nevada for a more complete
description of the rights and liabilities of holders of the Company's
securities.

                                       18

NON-CUMULATIVE VOTING

The holders of shares of Common Stock of the Company do not have cumulative
voting rights, which means that the holders of more than 50% of such outstanding
shares, voting for the election of directors, can elect all of the directors to
be elected, if they so choose, and, in such event, the holders of the remaining
shares will not be able to elect any of the Company's directors. After this
Offering is completed, the present stockholder will own 76% of the outstanding
shares. (See "Principal Stockholders".)

CASH DIVIDENDS

As of the date of this Memorandum, the Company has not declared or paid any cash
dividends to stockholders. The declaration or payment of any future cash
dividend will be at the discretion of the Board of Directors and will depend
upon the earnings, if any, capital requirements and financial position of the
Company, general economic conditions, and other pertinent conditions. It is the
present intention of the Company not to declare or pay any cash dividends in the
foreseeable future, but rather to reinvest earnings, if any, in the Company's
business operations.

                      INTEREST OF NAMED EXPERTS AND COUNSEL

None of the below described experts or counsel have been hired on a contingent
basis and none of them will receive a direct or indirect interest in the
Company.


Our financial statement for the period from inception to the year ended March
31, 2005 included in this prospectus has been audited by Franklin Griffith &
Associates, 6330 McLeod Dr., Suite 7, Las Vegas, Nevada 89120. Our financial
statement for the three month period ended June 30, 2005 included in this
prospectus has been reviewed by Franklin Griffith & Associates, 6330 McLeod Dr.,
Suite 7, Las Vegas, Nevada 89120. We include the financial statements in
reliance on their reports, given upon their authority as experts in accounting
and auditing.


James B. Parsons of Parsons Law Firm, 2070 Skyline Tower, 10900 NE 4th Street,
Bellevue, WA 98004, has passed upon the validity of the units being offered and
certain other legal matters and is representing us in connection with this
offering.

              DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the By-Laws of the company, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act, and is, therefore unenforceable.

In the event that a claim for indemnification against such liabilities (other
than the payment of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or proceeding)

                                       19

is asserted by such director, officer, or other control person in connection
with the securities being registered, we will, unless in the opinion of our
legal counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

                       ORGANIZATION WITHIN LAST FIVE YEARS


Wallace Mountain Resources Corp. was incorporated in Nevada on March 30, 2005 to
engage in the business of acquisition, exploration and development of natural
resource properties. At that time Robert Gelfand was named as Director and Sole
Officer of the company and as such voted to seek capital and begin development
of our business plan. We received our initial funding of $5,000 through the sale
of common stock to Mr. Gelfand who purchased 1,000,000 shares of our Common
Stock at $0.005 per share on March 30, 2005. On April 5, 2005, a total of
1,600,000 shares of Common Stock were issued in exchange for mining claims
valued in the amount of $8,000 or $0.005 per share.


                             DESCRIPTION OF BUSINESS


We are an exploration stage company with no revenues and limited operating
history. Our independent auditors have issued an audit opinion for Wallace
Mountain which includes a statement expressing substantial doubt as to our
ability to continue as a going concern.

There is the likelihood of our mineral claims containing little or no economic
mineralization or reserves of gold and other minerals. We have not engaged the
services of a professional geologist or mining engineer to examine our mineral
claims. There is the possibility that the South Wallace Mountain Project claims
do not contain any reserves and funds that we spend on exploration will be lost.
Even if we complete our current exploration program and are successful in
identifying a mineral deposit we will be required to expend substantial funds on
further drilling and engineering studies before we will know if we have a
commercially viable mineral deposit or reserve.


In this Prospectus a combination of Imperial and metric measures are used with
respect to mineral properties located in Canada. Conversion rates from Imperial
measure to metric and from metric to Imperial are provided below:

Imperial Measure        = Metric Unit     Metric Measure    = Imperial Unit
2.47 acres                1 hectare       0.4047 hectares     1 acre
3.28 feet                 1 metre         0.3048 metres       1 foot
0.62 miles                1 kilometre     1.609 kilometres    1 mile
0.032 ounces (troy)       1 gram          31.1 grams          1 ounce (troy)
1.102 tons (short)        1 tonne         0.907 tonnes        1 ton
0.029 ounces (troy)/ton   1 gram/tonne    34.28 grams/tonne   1 ounce (troy) ton

                                       20


                            GLOSSARY OF MINING TERMS

"Adit"                                 An opening driven horizontally into the
                                       side of a mountain or hill for providing
                                       access to a mineral deposit.
"Altered"                              Physically or chemically changed rock or
                                       mineral subsequent to its formation.
"Alteration Halo"                      A zone of alteration surrounding a
                                       mineralized or structural zone
"Amphibole"                            an important group of dark-colored
                                       rock-forming, silicate minerals that
                                       generally containing ions of iron
"Andesite"                             Volcanic rock characteristically medium
                                       dark in color and containing 54 to 62%
                                       silica
"Anomalous"                            A departure from the norm which may
                                       indicate the presence of mineralization
"Argillite"                            A metamorphic rock, intermediate between
                                       shale and slate, that does not possess
                                       true slate cleavage
"Basalt"                               An extrusive volcanic rock
"Batholith"                            A plutonic rock mass which increases in
                                       size downward, has no determinable floor,
                                       and shows an area of surface exposure
                                       exceeding 100 km2.
"BCDM MINFILE"                         British Columbia Department of Mines
                                       "Mineral Inventory Files" - a data base
                                       of mineral occurrences occurring within
                                       British Columbia
"Bedding"                              The arrangement of sedimentary rocks in
                                       layers
"Biotized"                             Rock containing biotite, a magnesium
                                       mineral, usually in igneous rocks
"Breccia"                              A rock in which angular fragments are
                                       surrounded by a mass of fine-grained
                                       minerals
"Cadmium" or "Cd'                      A soft, bluish-white metal and is easily
                                       cut with a knife. Physically similar to
                                       zinc. Cadmium is used in silver solder
                                       and is highly toxic
"Carboniferous Age"                    An Epoch in Earth history about 354-290
                                       million years ago
"Chalcopyrite"                         A sulphide mineral of copper and iron;
                                       the most important ore mineral in copper
"Channel sample"                       A sample composed of pieces of vein or
                                       mineralized rock that have been taken
                                       from a small trench or channel, usually
                                       about 3 inches wide and 1 inch deep
"Chert"                                A variety of silica that contains
                                       microcrystalline quartz
"Chlorite"                             A dark green, soft, flaky mineral similar
                                       to mica; it is common as an alteration or
                                       metamorphic mineral


                                       21


"Cockscomb"                            Literally - mineral formation that
                                       resembles the comb of a rooster in shape
"Copper" or "Cu"                       A reddish or salmon-pink isometric
                                       mineral, the native metallic element of
                                       copper. It is ductile and malleable, a
                                       good conductor of heat and electricity,
                                       usually dull and tarnished
"Cretaceous"                           Epoch in Earth history from about 63
                                       million to 135 million years ago. Also
                                       refers to the rocks and sediment
                                       deposited in that epoch
"Dacite"                               Volcanic rock that characteristically is
                                       light in color and contains 62% to 69%
                                       silica and moderate amounts of sodium and
                                       potassium
"Diamond drill"                        A rotary type of rock drill that cuts a
                                       core of rock that is recovered in long
                                       cylindrical sections
"Dip"                                  The angle at which a vein, structure or
                                       rock bed is inclined from the horizontal
                                       as measured at right angles to the strike
"Discovery outcrop"                    The rock exposure that was first observed
                                       to contain mineralization
"Drift"                                A horizontal underground opening that
                                       follows along the length of a vein or
                                       rock formation
"Dyke"                                 A long and relatively thin body of
                                       igneous rock that, while in the molten
                                       state, intruded older rocks
"Epidote"                              A common crystallized calcium, aluminum,
                                       iron mineral
"Eocene age"                           Epoch in earths history about 34-55
                                       million years ago
"Equigranular"                         Grains within a rock are very similar in
                                       size/shape
"Erosional remnants"                   Literally remnants of a rock unit that
                                       has not completely eroded away
"Exploration adit"                     An adit driven to search for
                                       mineralization.
"Fault"                                A fracture dividing a rock into two
                                       sections that have visibly moved relative
                                       to each other
"Feldspars"                            silicate minerals which occur in igneous
                                       rocks - plagioclase contains calcium and
                                       sodium
"Felsic"                               Light-colored rocks containing feldspar
                                       and silica
"Foot wall"                            The rocks on the underside of a vein or
                                       ore deposit
"Flows"                                Volcanic rock formed from lava that
                                       flowed out onto the earth's surface
"Free gold"                            Gold that can be separated from its host
                                       rock without the use of chemical methods
                                       (by mechanical methods)
"Foliated"                             the arrangement of a set of minerals in
                                       parallel, sheet-like layers that lie
                                       perpendicular to the flattened plane of a
                                       rock. Occurs in metamorphic rocks
"G.S.C."                               Geological Survey of Canada (equivalent
                                       of USGS)
"Gabbro"                               A dark, coarse-grained igneous rock
"Galena"                               A lead sulphide - the most common ore
                                       mineral of lead
"Gangue"                               Worthless minerals in an ore deposit
"Geological mapping"                   The process of observing and measuring
                                       geological features in a given area and
                                       plotting these features, to scale, onto a
                                       map
"Geophysical survey"                   A method of exploration that measures the
                                       physical properties of rock formations
                                       including magnetism, specific gravity,
                                       electrical conductivity and resistance
"Gold" or "Au"                         A heavy, soft, yellow, ductile,
                                       malleable, metallic element. Gold is a
                                       critical element in computer and
                                       communications technologies
"Grab samples"                         A sample of rock not intended to be
                                       representative of the deposit - usually
                                       the most highly mineralized material is
                                       selected


                                       22


"Granite"                              A coarse-grained intrusive igneous rock
                                       consisting of quartz, feldspar and mica
"Granodiorite"                         Igenous rock, less felsic than granite,
                                       typically light in color; rough plutonic
                                       equivalent of dacite
"Greenstone"                           Metamorphosed basalt
"Hanging wall"                         The rocks on the upper side of a vein or
                                       ore deposit
"Headwaters"                           The source or the upper reaches of a
                                       stream or river
"Hornblende"                           An igneous rock that contains magnesium,
                                       iron, silica and aluminum - is black,
                                       brown and green in color. It occurs in
                                       crystals of many igneous rocks
"Hornfels"                             A fine-grained contact metamorphic rock
"ICP Analysis"                         Analytical process in which material is
                                       digested with hydrochloric and nitric
                                       acids. This is then analysed using
                                       Inductively Coupled Plasma-Atomic
                                       Emission Spectroscopy
"Igneous Rocks"                        Rocks that crystallize from magma
"Interbeds"                            Several layers of sedimentary rock
                                       located side by side
"Isolated Rafts"                       Literally small bodies of a rock unit
                                       that "sit" on top of a different rock
"Jurassic"                             Epoch in Earth history from about 135
                                       million to 190 million years ago Also
                                       refers to the rocks and sediment
                                       deposited in that epoch
"Lead" or "Pb"                         Heavy, easily fusible soft malleable base
                                       metal of dull pale bluish-grey colour
"Leakage mineralization"               Literally, mineralization that leaks out
                                       of the main body in which the
                                       mineralization is be emplaced - usually
                                       through shears/faults and porous rock
"Level"                                a horizontal opening in a mine; levels
                                       are usually established at regular
                                       intervals
"Limestones"                           A sedimentary rock composed primarily of
                                       calcium carbonate
"Line cutting"                         Straight clearings through the bush to
                                       permit sightings for geophysical and
                                       other surveys
"Lithologies"                          the character of a rock described in
                                       terms of structure, color, mineral
                                       composition, grain size, and arrangement
                                       of its component parts
"Lode"                                 Traditionally mineralization that is
                                       "in-place" within the host rocks
"Mafic"                                class of rock which crystallizes from
                                       silicate minerals at relatively high
                                       temperatures. It is also sometimes called
                                       basalt
"Massive sulphide mineralization"      Mineralization that contains a variety of
                                       different sulphide minerals - usually
                                       includes - sphalerite, chalcopyrite,
                                       pyrite and pyrrhotite.
"Metamorphic"                          A rock that has undergone chemical or
                                       structural changes (heat, pressure, or a
                                       chemical reaction) that causes changes to
                                       its original state - High-grade
                                       metamorphic is a large amount of change
"Meta-wacke"                           A soft, earthy, dark-colored rock or clay
                                       derived from the alteration of basalt
"Mineral claim"                        A portion of land held either by a
                                       prospector or a mining company, in
                                       British Columbia each claim is 500m x
                                       500m (1,640 ft2)
"MINFILE"                              A government data base detailing mineral
                                       occurrences in BC
"MMI (Mobile Metal Ion)"               A highly sensitive analytical technique
                                       that measures the Ions of various metals
                                       that are moving upwards from depth
"Monzonite"                            A felsic igneous rock usually light
                                       colored with > 20% quartz content
"Open-Cut"                             A trench
"Ore"                                  A mixture of mineralized rock from which
                                       at least one of the metals can be
                                       extracted at a profit


                                       23


"Outcrop"                              A surface exposure of bedrock
"Permian"                              Epoch in earths history about 290-248
                                       million years ago
"Phylite"                              A foliated metamorphic rock that develops
                                       from slate and is marked by a silky sheen
                                       and medium grain size
"Plagioclase"                          Any of a group of feldspars containing a
                                       mixture of sodium and calcium feldspars
"Pliocene"                             Epoch in Earth history from about 2-5
                                       million years to 10,000 years ago. Also
                                       refers to the rocks and sediment
                                       deposited in that epoch
"Plugs"                                A roughly cylindrical body of igneous
                                       rock that, while in the molten state,
                                       intruded older rocks
"Plutons"                              Bodies of plutonic rocks - rocks of
                                       igneous origin that have come from great
                                       depths
"Potassic"                             Rock that contains potassium
"Porphyitic"                           An igneous rock that is characterized by
                                       extremely fine grain and which may
                                       contain phenocrysts
"Portal"                               The entrance to an adit
"Precious metal"                       Any of several metals, including gold and
                                       platinum, that have high economic value -
                                       metals that are often used to make coins
                                       or jewelry
"Pyrite"                               A yellow iron sulphide mineral -
                                       sometimes referred to as "fools gold"
"Pyroclasitic"                         Fragmented rock material formed by a
                                       volcanic explosion or ejection from a
                                       volcanic vent
"Pyrrhotite"                           A bronze colored, magnetic iron sulphide
                                       mineral
"Quartz"                               Common rock forming mineral consisting of
                                       silicon and oxygen
"Quartz envelopes"                     Quartz formed in patches or small bodies
                                       without uniform shape or orientation
                                       through out the host rocks
"Quartz flooded"                       Quartz has filled cracks within rocks and
                                       has become a large percentage of the make
                                       up of the rock
"Quartz diorite"                       quartz diorite is a medium to dark grey,
                                       medium to coarse-grained intrusive rock.
                                       It consists mainly of plagioclase
                                       feldspar, some quartz, and abundant dark
                                       minerals (roughly a third)
"Remobilized"                          Mineralization that has migrated from its
                                       original area of deposit
"Rhyolite"                             Volcanic rock (or lava) that
                                       characteristically is light in color,
                                       contains 69% silica or more, and is rich
                                       in potassium and sodium.
"Schists"                              A coarse-grained, strongly foliated
                                       metamorphic rock that develops from
                                       phyllite and splits easily into flat,
                                       parallel slabs
"Sedimentary rocks"                    Secondary rocks formed from material
                                       derived from other rocks and laid down
                                       underwater.
"Shale"                                A sedimentary rock composed of fine
                                       sediment particles - tend to be red,
                                       brown, black, or gray, and usually
                                       originate in relatively still waters
"Shear zone"                           A zone in which shearing has occurred on
                                       a large scale
"Shipped"                              Literally ore shipped from a project to a
                                       processing (extracting) plant
"Silicified"                           Rock that has a high abundance of quartz
"Sills"                                An intrusive sheet of igneous rock of
                                       roughly uniform thickness that has been
                                       forced between the bedding planes of
                                       existing rock
"Silver" or "Ag"                       A white metallic element that is ductile,
                                       very malleable and capable of a high
                                       polish. This precious metal has major
                                       industrial applications in photography,
                                       x-rays, electronics and electrical
                                       contacts, batteries, brazing alloys,
                                       catalysts, mirrors, jewelry and
                                       sterlingware


                                       24


"Strike"                               The direction or bearing from true north,
                                       of a vein or rock formation measured on a
                                       horizontal surface
"Soil sampling"                        The collecting of samples of soil,
                                       usually 2 pounds per sample, from soil
                                       thought to be covering mineralized rock.
                                       The samples are submitted to a laboratory
                                       that will analyze them for mineral
                                       content
"Sphalerite"                           A zinc sulphide mineral; the most common
                                       ore mineral of zinc
"Stratigraphically"                    The location within a sequence of bedded
                                       rock or the position relative to other
                                       rock units
"Strike"                               horizontal direction that a geological
                                       body is heading, determined by the
                                       compass direction of this line, measured
                                       in degrees from true north
"Stringer"                             A very narrow vein
"Stripping"                            Exposing bedrock by clearing the loose
                                       soil and debris from a large area
"Sub drift"                            A level or working horizon in a mine
                                       between main working levels
"Sulphides"                            A compound of sulphur and other elements
"Synite"                               Usually light in colour - rock contains
                                       90% feldspar in large crystals
"Trachytes"                            light-colored, very fine-grained
                                       extrusive igneous rock that is composed
                                       chiefly of feldspar with minor amounts
                                       other minerals
"Trenching"                            The digging of long, narrow excavation
                                       through soil, or rock, to expose
                                       mineralization
"TRIM map sheet"                       BC Gov't - Terrain Resource Information
                                       Management Program that produces highly
                                       accurate topographical base maps
"Tuff"                                 Rock composed of fine volcanic ash
"Underground Development"              The excavating of adits, winzes or any
                                       other ground cavities
"USGS"                                 Unites States Geological Survey
"Vein"                                 A crack in the rock that has been filled
                                       by minerals that have traveled upwards
                                       from a deeper source
"Vent zone"                            An area where heat and material from
                                       volcanic activity has been present
"Volcanic rocks"                       Igneous rocks formed from magma that has
                                       flowed out or has been violently ejected
                                       from a volcano
"Winze"                                A secondary vertical or near-vertical
                                       opening sunk from a point inside a mine
                                       for the purpose of connecting with a
                                       lower level or of exploring the ground
                                       for a limited depth below a level
"Zinc" or "Zn"                         A white metallic element


GENERAL INFORMATION

The one property in the Company's portfolio, on which the net proceeds of the
offering will be spent, is the South Wallace Mountain Project, consisting of 18
unit mineral claims having a total surface area of approximately 946 acres.

At the current time the property is without known reserves and the proposed
program is exploratory in nature. We have not carried out any exploration work
on the claim and have incurred no exploration costs. The future cost of


                                       25


exploration work on the property is disclosed in detail in the Plan of Operation
section of this prospectus.

There is not a plant or any equipment currently located on the property. As
noted in the History of Previous Work subsection, there are underground workings
that were emplaced approximately 50-90 years ago. If they have not completely
collapsed they will still not be safe to enter without proper engineering
inspection.

Hydro electrical power lines that supply power to the town of Beverdeall are
located approximately 300 yards west of the western claim boundary. It is
however expected that the initial exploration will not be heavily dependent on
electrical power but will be supported by generators.

Water required for exploration and development of the claims is available from
the West Kettle River (which is located approximately 350 yards west of the
property and also from Dominion Creek, located immediately east of the property.

The Phase I exploration program, which will be funded from the proceeds of this
offering, will require approximately 3 weeks to complete and will consist of
grid emplacement, soil sampling as well as testing the effectiveness of MMI and
Biogeochemical methods. An additional 3 weeks will be required to complete
analysis of samples, data compilation and interpretation, drafting and report
writing. Results gained from the program will lead to a better understanding of,
the location of and controls of, mineralization at known showings as at any new
showings and/or anomalous areas discovered as a result of the Phase I program.
We plan to commence Phase 1 of the exploration program on the claims in spring
or summer of 2006, as soon as weather conditions in the area permit.

The Phase II exploration program is contingent upon the success of the Phase I
program and our ability to raise additional funds to cover the costs. Mechanical
trenching and diamond drilling are foreseen to be the logical next step. The
minimum estimated cost of the Phase II program is $100,000 and will take
approximately three months to complete, including the collection and
interpretation of all exploration data. Based on previous work it appears the
Property contains "vein hosted mineralization". In general we would like to have
indications that the mineralization within the veins is worth at least US $100
per ton (gross metal value) to further explore/develop the claims. If a large
mineralized vein system is present the project could be developed on a large
scale and conversely if a smaller mineralization vein system is present then the
property could be developed on a smaller scale.

In the event that a mineral body that is amiable to bulk mining (open pit) style
development is located then we estimate the mineralization should be worth at
least $US 10 per ton (gross metal value).

The discussions contained herein are management's estimates only. Because we
have not commenced our exploration program we cannot provide a more detailed
discussion of our plans if we find a viable store of minerals on our property,


                                       26


as there is no guarantee that exploitable mineralization will be found, the
quantity or type of minerals if they are found and the extraction process that
will be required. We are also unable to assure you we will be able to raise the
additional funding from the exercise of the warrants to proceed with any
subsequent work on the claims if mineralization is found in Phase 1.

Based on previous work, there are three main areas of mineralization discovered
within the project to date. The results of analytical results of samples
collected during the previous work are helpful as they provide some indication
as to the grades and location of minerals present on the claims, though there is
no guarantee the previous work will result in any exploitable mineral deposits.

Our exploration work will initially investigate these areas and try to locate
any extensions of mineralization at these areas. We will also try to determine
if there is a relationship between the three areas and if there is further
mineralization located within the area between the 3 mineralized zones.


THE THREE ZONES OF THE PROPERTY

The Scandie Zone consists of two quartz veins that contain high-grade silver
with lead and zinc that have been worked intermittently since the early 1900's.
A total of 344 feet of underground tunnels have been developed on this lode. A
six and a half (6 1/2) foot long sample of the ore yielded 154.8 oz/Ton Silver,
24% Zinc, 10.5% Lead and 0.54% Copper.

The Dell and Dominion Zones were discovered in the early 1980's and both zones
contain copper, gold and silver mineralization occurring within shear (fault)
zones. Grades of 1.45 oz/Ton Gold, 11.0% Copper and 3.65 oz/Ton Silver across 4
inches of chalcopyrite and pyrite within grey quartz were obtained. Limited
trenching and diamond drilling at both zones met with mixed results. The two
zones are located more than 6,000 feet apart along the same or parallel shear
zones. The area between the two zones is highly prospective for the discovery of
additional mineralization.

During 1951 and 1960 nine (9) tons of ore was shipped from the Scandie Zone. The
shipments yielded 498 oz of silver, 635 pounds of lead and 1,290 pounds of zinc.
The calculated grade for these shipments is 55.3 oz/Ton Silver, 3.5% Lead and
7.2% Zinc.

ACQUISITION OF SOUTH WALLACE MOUNTAIN PROJECT

The claims are currently held in trust in the name of our president, Robert
Gelfand, whom we acquired them from on April 5, 2005 for 1,600,000 common shares
of our stock with a deemed value of $.005 per share or an aggregate amount of
$8,000 USD. The claim was purchased by Robert Gelfand from Madman Mining Co.
Ltd., an unrelated mining property vendor, on April 5, 2005 for $10,000 Canadian
(approximately $8,000 USD).

                                       27


REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE

Title to the property has already been granted to our president and director,
Robert Gelfand, who holds the claim in trust for the Company. In order to retain
title to the property exploration work in the amount CDN $1,800 must be
completed and filed with the British Columbia Department of Energy Mines and
Petroleum Resources ("BCDM"). If work is completed, in any one year (using a
year based on the staking date of the claim - in this case March 26), in a
greater amount than $1,800 then the excess work can be applied towards future
years exploration requirements. The BCDM charges a filing fee, equal to 10% of
the value of the work recorded, to record the work. Alternatively the company
can pay "cash in lieu" which is also $1,800 per year with a 10% filing fee.

LOCATION AND ACCESS

The South Wallace Property is located 180 miles (290 km) east of Vancouver, near
Beaverdell on the eastern valley slope of the West Kettle River. The property is
in the Greenwood Mining Division, and is centered at approximately 49O24'N
latitude and 119o05'W longitude on NTS Map Sheet 82 E/6E and alternatively on BC
TRIM map 082E035. Beaverdell lies 3 miles (5km) to the north, on Highway 33;
Kelowna and the junction with Highway 97 lies some 50 miles (80km) to the north,
while Rock Creek and the junction of Highways 3 and 33 is 27 miles (45km) to the
south. A network of secondary roads and ATV trails access most parts of the
Property. Initially exploration crews will drive to the property boundaries by
pick-up truck and from there either walk or use an ATV (Quad or four-wheeler) to
go through the property.


PHYSIOGRAPHY

The property is situated within the Monashee Mountains of the Southern Interior
Physiographic Region, and elevations range from 3,000 feet (915m) along the
western edge of the claim to 4,500 feet (1,370m) at the extreme southeastern
point of the claim.

Slopes within the claim area are generally steep except for the height of land,
within the southeastern area of the property, where gently rounded hilltops are
present. Vegetation consists mainly of fir, larch and pine, much of it mature
second growth. Some of the area has been recently logged. There is relatively
little underbrush, and open grassy areas are not uncommon.


The outcrop of the underlying rock units is fairly good throughout the project.
It is estimated that approximately 30% of the project contains good rock
exposure (they are exposed at the surface) making it easier to identify them and
any mineralized zone they may contain. The other 70% of the project is covered
by a layer of soil and loose rock/gravel of varying thickness, which makes it
harder to locate mineralized zones. We will use geochemical samples (detects
minerals that leach/leak from underlying rocks) and then trench or drill through
the covering dirt to test the zones.


                                       28

The climate features warm summers and mild winters. The West Kettle Valley is
fairly dry in the summers, although not as dry as the Okanagan valley to the
west. Average yearly precipitation is 20 inches (50cm). A snow pack of 3-5 feet
(1-1.5m) begins to accumulate in November and lingers in places into May. The
recommended field season for initial phases of exploration is from early May to
late November. Drilling and underground development can be carried out on a
year-round basis with the aid of a bulldozer to keep access roads snow-free.


                                       29



                       [MAP SHOWING THE PROPERTY LOCATION]



                                       30



                   [CLAIM AND TOPOGRAPHY MAP OF THE LOCATION]



                                       31

HISTORY OF PREVIOUS WORK


Previous work completed within the current claim boundaries is helpful, as it
has already found three areas that contain mineralization. The results of
analytical results of samples collected during the previous work are also
helpful as they provide some indication as to the grades and location of
minerals present on the claims, though there is no guarantee the previous work
will result in any exploitable mineral deposits.

Our exploration work will initially investigate these areas and try to locate
any extensions of mineralization at these areas. We will also try to determine
if there is a relationship between the three areas and if there is further
mineralization located within the area between the 3 mineralized zones.


The South Wallace Mountain Project is located within the southern area of the
historic Beaverdell Mining Camp. Exploration in the camp dates to the late
1880's, with the discovery of silver on Wallace Mountain in 1897, and production
of silver from as early as 1901. The Highland Bell Mine silver mine was in
continuous production for 76 years (1913 to 1989). At closure in 1989, the mine
had produced a total of over 46 million ounces of Silver, 12,500 tons of Lead
and 15,000 tons of Zinc as well as minor amounts of Cd, Cu and Au.

The first documented exploration of the project area is in 1916, when the owner
of the Scandie claim leased it to a mining company which started development of
the silver, lead ore occurring at the zone.

In 1917, underground development consisting of a 40-foot tunnel, a 10-foot winze
and numerous trenches, open-cuts and stripping were also completed.

In 1918 an additional 89 feet of underground development and more surface
trenching was completed.

No further records are found until 1951 when 3.5 tons of ore was shipped by a
local miner, Mr. D. Hood.

In 1960, Silver Scandie Mines Ltd., held the ground and another 5.5 tons of ore
was shipped. The upper adit was driven an additional 88 feet. A new lower adit
was also driven 154 feet.

In 1982 - 1983 Canstat Petroleum Resources Corp. completed limited soil
geochemical sampling, trenching and shallow diamond drilling and discovered the
mineralization at the Dell and Dominion Zones.

There is no record of further activity within the project area from 1983 to
present.

                                       32


It is presumed that the underground tunnels are collapsed and inaccessible, at
the very least they would be unsafe to enter without proper inspection/repair.
The trenches completed in the early part of the 1900's will be sloughed and
would require digging out. The trenches completed during the 1980s would also be
sloughed, although to a lesser extent, and would also require digging out to
resample and map.


REGIONAL GEOLOGY

The area is within the Omineca Crystalline Belt; a NW trending belt dominated by
plutonic and high-grade metamorphic rocks.

The Beaverdell area is underlain principally by middle Jurassic Nelson
plutonics. The lithologies are dominantly quartz diorite, monzonite and
granodiorite. Quartz may range from trace to 20% by volume.

Both potassic and plagioclase feldspars are present, while mafic minerals
include hornblende and biotite in varying amounts. Feldspar and/or amphibole may
occur as coarse-grained crystals, but the rock is generally equigranular and
moderately foliated. In the Beaverdell area this foliation generally trends E-W
to SSE-NNW.


The Nelson Plutonics intrude greenstones, amphibolites, mafic schists,
meta-wackes and lesser limestone of the Carboniferous and older Anarchist Group
(a name given by the Geological Survey of Canada to a group of rocks in the
Beverdell area). This sedimentary and volcanic package occurs as isolated rafts
or roof pendants surrounded by the younger intrusive.


The Valhalla intrusions (granite and granodiorite) of Jurassic-Cretaceous age
are distinguished from the Nelson Plutonics by their porphyritic nature and
general lack of foliation. The contacts between the units are locally
gradational, although clearly crosscutting relationships have been observed as
well. The regional-scale Okanagan Batholith surrounds the Nelson plutonics in
the Beaverdell area and is considered to be equivalent in age to the Valhalla
intrusives.

The Coryell Group are Eocene porphyritic felsic intrusions that occur throughout
south central B.C. They include the Beaverdell Stock that outcrops on the West
Kettle River valley bottom just south of the Beaverdell town site, as well as
numerous plugs and dykes on Cranberry Ridge. The Coryell syenites are likely
coeval with the Eocene Marron Group of felsic to intermediate volcanic rocks.
These trachytes, andesites and lesser tuff and shale interbeds outcrop in
erosional remnants on the property and in fault bounded outliers throughout the
Okanagan region.

                                       33




                [REGIONAL GEOLOGY MAP SHOWING THE PROJECT AREA]



                                       34

PROPERTY GEOLOGY AND MINERALIZATION

The South Wallace Mountain Project is underlain by West Kettle granodiorite. A
body of Permian age metamorphosed volcanic rocks is located immediately to the
east of the project. The granodiorite, near the contact with the volcanic rocks,
is altered. Some hornfels and younger hornblende porphyry dykes occur within the
project. The relationship between the altered granodiorite and the porphyry
dykes to the mineralization is unknown at this time.

Generally east to west trending, quartz filled, faults/shear zones cut the
underlying rocks. All of the mineralization discovered to date occurs either
within, or immediately adjacent to, these fault/shear zones.

SCANDIE ZONE

The Scandie Zone is located within the northeastern quadrant of the project on
the western valley wall of Dominion Creek. The showing is centered approximately
6,500 feet due east from the Dell Zone and approximately 3,500 feet north of the
Dominion Zone at an elevation of 4,300 feet.

Two sets of mineralized quartz veins have been discovered in this area, one
strikes 270o and dips 60 to 70 degrees north, and the second set strikes 100o
and dips 70o south. Both occupy a locally silicified east-trending shear zone.
An alteration halo consisting of chlorite, clay minerals and epidote extends up
to 10 inches on either side of the veins. The veins themselves are generally 1
to 2 feet in width, although locally can be as wide as 6 feet.

Two adits follow the mineralization; the upper adit is 190 feet in length and
the lower adit is 154 feet in length. Historic records indicate that 9 tons of
ore was shipped from the property.

In 1982 a trench uncovered mineralization consists of galena, sphalerite, pyrite
and chalcopyrite and occurs within quartz veins. A six and a half (6 1/2) foot
long sample of this material yielded 154.8 oz/Ton Silver, 24% Zinc, 10.5% Lead
and 0.54% Copper.

The 9 tons of ore shipped in 1951 and 1960 yielded 498 oz of silver, 635 pounds
of lead and 1,290 pounds of zinc. The calculated grade for these shipments is
55.3 oz/Ton Silver, 3.5% Lead and 7.2% Zinc.

DELL ZONE

The Dell Zone is located within the northwestern quadrant of the project.

During 1982 and 1983, five trenches were dug to investigate the source of a
copper in soil geochemical anomaly discovered the previous year. The trenches
uncovered gold, copper and silver mineralization occurring within an
east-trending shear (fault) zone cutting a unit of altered granite. Copper
staining, pyrite and chalcopyrite were present in both the veins and the wall
rock.

                                       35

The trenching uncovered an area approximately 35 feet long and 20 feet wide that
contained strong mineralization. Sample values of the area include, 1.45 oz/Ton
Gold, 11.0% Copper and 3.65 oz/Ton Silver across 4 inches of chalcopyrite and
pyrite in grey quartz collected in "Trench 5".

In 1983 five shallow diamond drill holes were competed to test a portion of the
zone. The best drill intersection from this program was obtained from under
Trench 5. This returned 0.12 oz/Ton Gold, 0.52% Copper and 0.32 oz/Ton Silver
across an eight (8) inch interval.

It is apparent that samples were only collected over narrow widths across the
most mineralized vein material. Longer sample intervals should be considered to
investigate the potential for a wide/larger mineralized target.

DOMINION ZONE

The showing is located in the southeastern corner of the project at an elevation
of 4,000 feet, on the crest of an un-named ridge overlooking the Dominion Creek
valley.

Copper staining, occurring within narrow quartz filled shear zones was
discovered in the early 1980's within this area. Subsequently, two trenches and
three shallow diamond-drill holes were completed to test the shear zone thought
to be controlling the mineralization.


Although trench samples were encouraging, returning anomalous values of silver,
the drilling failed to return any economic grades.


COMPETITION


The mining industry is highly fragmented. We do not compete directly with anyone
for the exploration or removal of minerals from our property as we hold all
interest and rights to the Claims. Readily available commodities markets exist
in Canada and around the world for the sale of gold and other minerals.
Therefore, we will likely be able to sell any gold or other minerals that we are
able to recover.

We will be subject to competition and unforeseen limited sources of supplies in
the industry in the event spot shortages arise for supplies such as dynamite,
and certain equipment such as bulldozers and excavators that we will need to
conduct exploration. We have not yet attempted to locate or negotiate with any
suppliers of products, equipment or services and will not do so until funds are
received from this offering. If we are unsuccessful in securing the products,
equipment and services we need we may have to suspend our exploration plans
until we are able to do so.


                                       36

BANKRUPTCY OR SIMILAR PROCEEDINGS

There have been no bankruptcy, receivership or similar proceedings.

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.

COMPLIANCE WITH GOVERNMENT REGULATION

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


The initial steps of exploration can be carried out without permitting or
notification to any government body as it is deemed "low-disturbance/low-impact"
by the British Columbia Department of Energy Mines and Petroleum Resources
(BCDM).

With respect to the mechanized trenching or diamond drilling - a plan of
operation will need to be filed with the BCDM. This plan will detail the extent,
location and amount of surface disturbance for the trenching and/or drilling. As
the amount of trenching and drilling (initially) will be limited the permit
should be issued within 30 days. We will be required to obtain a refundable bond
in the amount of $2,000 - $5,000 (depending on the anticipated amount of
disturbance). The bond is to ensure that we reclaim or repair the disturbance
caused by the trenching and drilling. Usually this reclaiming work entails
filling in and smoothing the surface at trenching sites, clean up and removal of
any work material, and seeding native grass/plants at the sites of any
disturbance.

In the event that trees larger than 6 inches in diameter need to be cut down, a
permit will need to be obtained from the BC Ministry of Forests. This usually
takes less than 30 days to obtain. We will try to adjust the areas we work at
and trench around larger trees (initially) to avoid any disturbance to larger
trees. If the disturbance to larger trees is unavoidable then a permit to cut
will be obtained.

There are nominal costs involved in obtaining the BCDM or Forestry permits (less
than $100.00). The bond required by the BCDM is returned (with interest) upon
proper clean up of the site. There will be costs for the crew/equipment required
to fill in the trenches etc., but as heavy equipment is available locally, and
the amount of disturbance is expected to be minimal, the costs will be most
likely be less than $2,000. (1 day - equip/crew)

In order to retain title to the property, exploration work in the amount CDN
$1,800 must be completed and filed with the BCDM. If work is completed, in any
one year (using a year based on the staking date of the claim - in this case


                                       37


March 26), in a greater amount than $1,800 then the excess work can be applied
towards future years' exploration requirements. The BCDM charges a filing fee,
equal to 10% of the value of the work recorded, to record the work.
Alternatively the company can pay "cash in lieu" which is also $1,800 per year
with a 10% filing fee.


PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS

We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will assess the need for any copyright, trademark or patent applications on an
ongoing basis.

NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES

We are not required to apply for or have any government approval for its
products or services.

RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

We have not expended funds for research and development costs since inception.

NUMBER OF EMPLOYEES

Our only employee is our officer who currently devotes 5-7 hours per week to
company matters and after receiving funding he plans to devote as much time as
the board of directors determines is necessary to manage the affairs of the
company.

REPORTS TO SECURITIES HOLDERS


We provide an annual report that includes audited financial information to our
shareholders. We will make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-B for a small business issuer under the Securities Exchange Act of
1934. We will become subject to disclosure filing requirements once our SB-2
registration statement becomes effective, including filing Form 10-KSB annually
and Form 10-QSB quarterly. In addition, we will file Form 8K and other proxy and
information statements from time to time as required. We do not intend to
voluntarily file the above reports in the event that our obligation to file such
reports is suspended under the Exchange Act. The public may read and copy any
materials that we file with the Securities and Exchange Commission, ("SEC"), at
the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.


                                       38

                                PLAN OF OPERATION

Wallace Mountain's current cash balance is $771. Until approximately October of
2005, we believe our small cash balance is sufficient to fund limited levels of
operations. If we experience a shortage of funds prior to funding we may utilize
funds from our director who has informally agreed to advance funds to allow us
to pay for offering costs, filing fees, and correspondence with our
shareholders, however our director has no formal commitment, arrangement or
legal obligation to advance or loan funds to Wallace Mountain. In order to
achieve our business plan goals, we will need the funding from this offering. We
are an exploration stage company and have generated no revenue to date. We have
sold $5,000 in equity securities to pay for our minimum level of operations.


Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin removing and selling minerals. There is no assurance we will ever reach
that point.

Our exploration target is to find exploitable minerals on our property. Our
success depends on achieving that target. There is the likelihood of our mineral
claims containing little or no economic mineralization or reserves of gold and
other minerals. We have not engaged the services of a professional geologist or
mining engineer to examine our mineral claims, and we will not do so until this
offering is completed, of which there is no guarantee. There is the possibility
that the South Wallace Mountain Project claims do not contain any reserves and
funds that we spend on exploration will be lost. Even if we complete our current
exploration program and are successful in identifying any mineral deposits we
will be required to expend substantial funds on further drilling and engineering
studies before we will know if we have a commercially viable mineral deposit or
reserve. We are unable to assure you we will be able to raise the additional
funds necessary through the exercise of the warrants to implement any future
exploration or extraction program even if mineralization is found.

Based on previous work, there are three main areas of mineralization discovered
within the project to date. The results of analytical results of samples
collected during the previous work are helpful as they provide some indication
as to the grades and location of minerals present on the claims, though there is
no guarantee the previous work will result in any exploitable mineral deposits.
Our exploration work will initially investigate these areas and try to locate
any extensions of mineralization at these areas. We will also try to determine
if there is a relationship between the three areas and if there is further
mineralization located within the area between the 3 mineralized zones.


Our plan of operation for the twelve months following the date of this
prospectus is to complete the first phase of exploration programs on the South
Wallace Mountain Project claims consisting of re-sampling of old workings,
geologic mapping, analytical and test surveys.

                                       39

PHASE I

The Phase I program will require approximately 3 weeks to complete and will
consist of grid emplacement, soil sampling as well as testing the effectiveness
of MMI and Biogeochemical methods. An additional 3 weeks will be required to
complete analysis of samples, data compilation and interpretation, drafting and
report writing. Results gained from the program will lead to a better
understanding of, the location of and controls of, mineralization at known
showings as at any new showings and/or anomalous areas discovered as a result of
the Phase I program.



                                                                                         
PERSONNEL:
  Senior Geologist                3 days @ $325.00                                               $   975.00
  Project Geologists              15 days @ $225.00 ea                                             6,750.00
  Prospector & Field Assistant    15 days @ $160.00 ea                                             4,800.00

FIELD COSTS:
  Field Camp and Supplies         30 man/days @ $40.00/m/d
                                  (including camp rental, GPS rental, food, prospecting
                                  and sampling equipment, first aid and chain saw)                 1,200.00
  Field Communications            Long Distance charges Motorola 2 way field radios                  300.00
  Survey Consumables              Sample bags, survey flagging, pickets etc.                         775.00

TRANSPORTATION:
  Truck Rental                    20 days $80.00                                                   1,600.00
    Mob/de-mob                    Vancouver - Beaverdell return (fuel/meals/motel & truck
                                  mileage charges)                                                   400.00

ANALYTICAL:
  Soil Samples                    200 samples @ $9.50/sample (Au + 32 element ICP)                 1,900.00
  MMI / Bio Geochemical           10 samples                                                     $   300.00

OFFICE & ENGINEERING:
   Report Writing                 based on results of Phase I exploration program                  1,600.00
                                  (including field base map and all final maps detailing
                                  geological mapping, sample locations and results,
                                  location of old workings and compilation of results
   Drafting/Cartography           from previous work on property)                                  1,200.00

OVERHEAD & CONTINGENCY                                                                             2,200.00
                                                                                                 ----------

TOTAL ESTIMATE COST OF THE PHASE I EXPLORATION PROGRAM                                           $24,000.00
                                                                                                 ==========

                                       40

PHASE II:

The Phase II exploration program is contingent on the success of the Phase I
program. Mechanical trenching and diamond drilling are foreseen to be the
logical next step. The minimum estimated cost of the Phase II program is
$100,000.

The above program costs are management's estimates only and the actual project
costs may exceed our estimates. To date, we have not commenced exploration on
the South Wallace Mountain Project claims.

We plan to commence the phase one exploration program on the claims in spring or
summer of 2006, as soon as weather conditions in the area permit. The program
should take approximately up to a one month to complete. Following the phase one
exploration, we intend to complete a drilling program on the claims. The
estimated cost of this program is $80,000 and will take approximately three
months to complete, including the collection and interpretation of all
exploration data.

Subject to financing, we anticipate commencing the drill program in late summer
early autumn of 2006. Follow up drilling would occur in the spring of 2007.
While weather may occasionally prevent us from accessing the South Wallace
Mountain Project claims in winter months, we do not expect conditions to impact
our plan of operation, as we have scheduled our exploration programs during the
spring, summer and autumn. We do not have any verbal or written agreement
regarding the retention of any qualified engineer or geologist for our planned
exploration programs. As well, we anticipate spending an additional $16,000 on
professional fees, including fees payable in connection with the filing of this
registration statement and complying with reporting obligations, and general
administrative costs. Total expenditures over the next 12 months are therefore
expected to be $40,000. We will require the funds from this offering to proceed.
We will require additional funding from the exercise of the warrants to proceed
with any subsequent recommended drilling work on the claims. We cannot provide
investors with any assurance that we will be able to raise sufficient funding
from the exercise of the warrants to fund any work after the first phase of the
exploration program.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.


LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

There is no historical financial information about us on which to base an
evaluation of our performance. We are an exploration stage company and have not
generated revenues from operations. We cannot guarantee we will be successful in
our business operations. Our business is subject to risks inherent in the


                                       41


establishment of a new business enterprise, including limited capital resources,
possible delays in the exploration of our property, and possible cost overruns
due to the price and cost increases in services.

To become profitable and competitive, we must conduct the exploration of our
properties before we start into production of any minerals we may find. We are
seeking funding from this offering to provide the capital required for the first
phase of our exploration program. We believe that the funds from this offering
will allow us to operate for one year.

We have no assurance that future financing from the sale of the warrants will
materialize. If that financing is not available to us for the second phase of
our exploration program we may be unable to continue or expand our operations.
The equity financing could result in additional dilution to existing
shareholders.

LIQUIDITY AND CAPITAL RESOURCES

To meet our need for cash we are attempting to raise money from this offering.
We cannot guarantee that we will be able to raise sell all the units required.
If we are successful any money raised will be applied to the items set forth in
the Use of Proceeds section of this prospectus. If the first phase of our
exploration program is successful in identifying mineralized materials we will
attempt to raise the necessary funding by the shareholders exercising the
warrants held by them. If we do not raise the funds necessary to proceed from
the warrants, we may consider alternative sources of funding such as a second
public offering, a private placement of our securities or loans from our
director or others.

Our director has agreed to advance funds as needed until the public offering is
completed or failed and has agreed to pay the cost of reclamation of the
property should exploitable minerals not be found and we abandon the second
phase of our exploration program. While he has agreed to advance the funds, the
agreement is verbal and is unenforceable as a matter of law.

The one property in the Company's portfolio, on which the net proceeds of the
offering will be spent, is the South Wallace Mountain Project, consisting of 18
unit mineral claims having a total surface area of approximately 946 acres. At
the current time the property is without known reserves and the proposed program
is exploratory in nature. We have not carried out any exploration work on the
claim and have incurred no exploration costs.

We received our initial funding of $5,000 through the sale of common stock to
our officer and director who purchased 1,000,000 shares of our common stock at
$0.005 per share on March 30, 2005. From inception until the date of this filing
we have had limited operating activities. Our financial statements from
inception (March 30, 2005) through the year ended March 31, 2005 and the three
months ended June 30, 2005 report no revenues and a net loss of $12,229.


                                       42


CRITICAL ACCOUNTING POLICIES

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

INCOME TAXES - The Company accounts for its income taxes in accordance with
Statement of Financial Accounting Standards No. 109, which requires recognition
of deferred tax assets and liabilities for future tax consequences attributable
to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases and tax credit carry
forwards. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in operations in
the period that includes the enactment date.

Management feels the Company will have a net operating loss carryover to be used
for future years. The Company has not established a valuation allowance for the
full tax benefit of the operating loss carryovers due to the uncertainty
regarding realization.

NET LOSS PER COMMON SHARE - The Company computes net loss per share in
accordance with SFAS No. 128, Earnings per Share (SFAS 128) and SEC Staff
Accounting Bulletin No. 98 (SAB 98). Under the provisions of SFAS 128 and SAB
98, basic net loss per share is computed by dividing the net loss available to
common stockholders for the period by the weighted average number of shares of
common stock outstanding during the period. The calculation of diluted net loss
per share gives effect to common stock equivalents; however, potential common
shares are excluded if their effect is antidilutive. For the period from March
30, 2005 (Date of Inception) through June 30, 2005, no options and warrants were
excluded from the computation of diluted earnings per share because their effect
would be antidilutive. See Note 7 Subsequent Events.

REVENUE RECOGNITION - The Company has no revenues to date from its operations.

STOCK-BASED COMPENSATION - The Company applies Accounting Principles Board
("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and Related
Interpretations, in accounting for stock options issued to employees. Under APB
No. 25, employee compensation cost is recognized when estimated fair value of
the underlying stock on date of the grant exceeds exercise price of the stock
option. For stock options and warrants issued to non-employees, the Company
applies SFAS No. 123, Accounting for Stock-Based Compensation, which requires
the recognition of compensation cost based upon the fair value of stock options
at the grant date using the Black-Scholes option pricing model.

The following table represents the effect on net loss and loss per share if the
Company had applied the fair value based method and recognition provisions of
Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for


                                       43


Stock-Based Compensation", to stock-based employee compensation for the period
ended June 30, 2005:

                                                                        2005
                                                                     ----------
     Net loss, as reported                                           $  (12,229)
     Add: Stock-based employee compensation expense
          included in reported loss, net of related tax effects              --
     Deduct: Total stock-based employee compensation
             expense determined under fair value based methods
             for all awards, net of related tax effects                      --
                                                                     ----------

          Pro forma net loss                                        $   (12,229)
                                                                     ==========

     Net loss per common share:
       Basic and fully diluted loss per share, as reported           $    (0.00)
                                                                     ==========
       Basic and fully diluted loss per share, pro forma             $    (0.00)
                                                                     ==========

There were no stock options granted for the period ended June 30, 2005. There
are additionally no written or verbal agreements related to the sale of any
stock, option or warrants of the Company's common stock as of June 30, 2005. See
Note 7 Subsequent Events.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure". SFAS No. 148 amends the transition and
disclosure provisions of SFAS No. 123. The Company is currently evaluating SFAS
No. 148 to determine if it will adopt SFAS No. 123 to account for employee stock
options using the fair value method and, if so, when to begin transition to that
method.

NEW ACCOUNTING PRONOUNCEMENTS - In December 2004, the FASB issued SFAS No. 123
(revised 2004). Share-Based Payment, which is a revision of SFAS No. 123,
Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion
No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95,
Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar
to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all
share-based payments to employees, including grants of employee stock options,
to be recognized in the income statement based on their fair values. Pro forma
disclosure is no longer an alternative. The new standard will be effective for
the Company in the first interim or annual reporting period beginning after
December 15, 2005. The Company expects the adoption of this standard will have a
material impact on its financial statements.

In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of
ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No. 43, Chapter
4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle
facility expense, freight, handing costs, and spoilage. This statement requires
that those items be recognized as current period charges regardless of whether
they meet the criterion of "so abnormal" which was the criterion specified in
ARB No. 43. In addition, this Statement requires that allocation of fixed


                                       44


production overheads to the cost of production be based on normal capacity of
the production facilities. This pronouncement is effective for the Company
beginning October 1, 2005. The Company has not yet assessed the impact on
adopting this new standard.

In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based
Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based
Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for
Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows.
Generally, the approach in SFAS No. 123(R) is similar to the approach described
in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to
employees, including grants of employee stock options, to be recognized in the
income statement based on their fair values. Pro forma disclosure is no longer
an alternative. The new standard will be effective for the Company in the first
interim or annual reporting period beginning after December 15, 2005. The
Company expects the adoption of this standard will have a material impact on its
financial statements.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets, an amendment of APB Opinion No. 29 "effective for nonmonetary asset
exchanges occurring in the fiscal year beginning January 1, 2006. SFAS No. 153
requires that exchanges of productive assets be accounted for at fair value
unless fair value cannot be reasonably determined or the transaction lacks
commercial substance. SFAS No. 153 is not expected to have a material effect on
the company's Consolidated Financial Statements.

In May 2005, the FASB issued SFAS 154, "Accounting Changes and Error Corrections
- - a Replacement of APB Opinion No. 20 and FASB Statement No. 3". SFAS 154
requires retrospective application to prior period financial statements of
changes in accounting principle, unless it is impracticable to determine either
the period-specific effects or the cumulative effect of the change. SFAS 154
also redefines "restatement" as the revising of previously issued financial
statements to reflect the correction of an error. This statement is effective
for accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005. The Company does not believe that the adoption of SFAS
154 will have a significant impact on the financial statements.

                             DESCRIPTION OF PROPERTY

The Company currently uses the space at the premises of the sole officer and
director of the Company, Robert Gelfand, on a rent free basis. The premises are
located at #29B Ebony Tower, President Park, 99 Sukhumvit 24 Road, Bangkok 10110
Thailand. The facilities include an answering machine, a fax machine, computer
and office equipment, as well as access to onsite meeting room facilities. The
Company intends to use these facilities for the time being until it feels it has
outgrown them. We currently have no investment policies as they pertain to real
estate, real estate interests or real estate mortgages.

                                       45

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The principal executive office and telephone number are provided by Mr. Gelfand,
the officer and director of the corporation. The costs associated with the use
of the telephone and mailing address were deemed to be immaterial as the
telephone and mailing address were almost exclusively used by him for other
business purposes.


Robert Gelfand, the sole officer and director will not be paid for any
underwriting services that he performs on our behalf with respect to this SB-2
offering. He will also not receive any interest on any funds that he advances to
us for offering expenses prior to the offering being closed which will be repaid
from the proceeds of the offering.


On March 30, 2005, a total of 1,000,000 shares of Common Stock were issued in
exchange for organizational services and expenses, proprietary rights, business
plans, and cash in the amount of $5,000 U.S., or $.005 per share. On April 5,
2005, a total of 1,600,000 shares of Common Stock were issued in exchange for
mining claims valued in the amount of $8,000 U.S., or $.005 per share. All of
such shares are "restricted" securities, as that term is defined by the
Securities Act of 1933, as amended, and are held by officers and directors of
the Company. (See "Principal Stockholders".)

            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


Wallace Mountain plans to contact a market maker immediately following the
effectiveness of this Registration Statement and apply to have the shares quoted
on the OTC Electronic Bulletin Board (OTCBB). The OTCBB is a regulated quotation
service that displays real-time quotes, last sale prices and volume information
in over-the-counter (OTC) securities. The OTCBB is not an issuer listing
service, market or exchange. Although the OTCBB does not have any listing
requirements per se, to be eligible for quotation on the OTCBB, issuers must
remain current in their filings with the SEC or applicable regulatory authority.
Market Makers are not permitted to begin quotation of a security whose issuer
does not meet this filing requirement. Securities already quoted on the OTCBB
that become delinquent in their required filings will be removed following a 30
or 60 day grace period if they do not make their required filing during that
time. We cannot guarantee that our application will be accepted or approved and
our stock listed and quoted for sale. As of the date of this filing, there have
been no discussions or understandings between Wallace Mountain nor anyone acting
on our behalf with any market maker regarding participation in a future trading
market for our securities.

As of the date of this filing, there is no public market for our securities.
There has been no public trading of our securities, and, therefore, no high and
low bid pricing. As of the date of this prospectus Wallace Mountain had one
shareholder of record. We have paid no cash dividends and have no outstanding
options.


                                       46

PENNY STOCK RULES

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

A purchaser is purchasing penny stock which limits the ability to sell the
stock. The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.

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

     -    contains a description of the nature and level of risk in the market
          for penny stock in both public offerings and secondary trading;
     -    contains a description of the broker's or dealer's duties to the
          customer and of the rights and remedies available to the customer with
          respect to a violation of such duties or other requirements of the
          Securities Act of 1934, as amended;
     -    contains a brief, clear, narrative description of a dealer market,
          including "bid" and "ask" price for the penny stock 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 Securities and Exchange
          Commission shall require by rule or regulation;

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

     -    the 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.

                                       47

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
their securities.

REGULATION M

Our officer and director, who will offer and sell the Shares, is aware that they
he is required to comply with the provisions of Regulation M promulgated under
the Securities Exchange Act of 1934, as amended. With certain exceptions,
Regulation M precludes the officer and director, sales agent, any broker-dealer
or other person who participate in the distribution of shares in this offering
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.

REPORTS

We will become subject to certain filing requirements and will furnish annual
financial reports to our stockholders, certified by our independent accountants,
and will furnish un-audited quarterly financial reports in our quarterly reports
filed electronically with the SEC. All reports and information filed by us can
be found at the SEC website, www.sec.gov.

TRANSFER AGENT

The stock transfer agent for our securities is Holladay Stock Transfer, 2939
North 67th Place, Scottsdale, Arizona 85251, telephone (480)481-3940.

                                       48

                             EXECUTIVE COMPENSATION

Our current officer receives no compensation. The current Board of Directors is
comprised of only Mr. Gelfand.

                           Summary Compensation Table



                                                Other
Name &                                          Annual       Restricted                           All Other
Principal                                       Compen-        Stock        Options       LTIP      Compen-
Position         Year    Salary($)   Bonus($)   sation($)    Award(s)($)     SARs(#)   Payouts($)  sation($)
- --------         ----    ---------   --------   ---------    -----------     -------   ----------  ---------
                                                                          
R. Gelfand       2005       -0-        -0-         -0-           -0-           -0-         -0-         -0-
President


There are no current employment agreements between the company and its executive
officer.


On March 30, 2005, a total of 1,000,000 shares of Common Stock were issued in
exchange for cash in the amount of $5,000 U.S., or $.005 per share. On April 5,
2005, a total of 1,600,000 shares of Common Stock were issued in exchange for
mining claims valued in the amount of $8,000 U.S., or $.005 per share.

The terms of these stock issuances were as fair to the company, in Mr. Gelfand's
opinion as the sole officer and director, as could have been made with an
unaffiliated third party. In making this determination he relied upon the fact
that the 1,000,000 shares were valued and purchased for $5,000 in cash and the
1,600,000 shares issued for the $8,000 valuation of the Warranty Deed was the
actual amount he had paid for the mining claim to Madman Mining, an unaffiliated
third party.


The officer currently devotes an immaterial amount of time to manage the affairs
of the company, approximately 5-7 hours per week. The director and principal
officer has agreed to work with no remuneration until such time as the company
receives sufficient revenues necessary to provide management salaries. At this
time, management cannot accurately estimate when sufficient revenues will occur
to implement this compensation, nor what the amount of the compensation will be.

There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.

                                       49

                              FINANCIAL STATEMENTS


The audited financial statements of Wallace Mountain Resources Corp. for the
year ended March 31, 2005, and related notes, and the reviewed financial
statements for the three months ended June 30, 2005, and related notes, which
are included in this offering have been examined by Franklin Griffith and
Associates, and have been so included in reliance upon the opinion of such
accountants given upon their authority as an expert in auditing and accounting.


     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

None.

                                       50

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
Wallace Mountain Resources Corp.
(An Exploration Stage Company)
Las Vegas, Nevada

We have audited the  accompanying  balance sheet of Wallace  Mountain  Resources
Corp.  (An  Exploration  Stage  Company) as of March 31,  2005,  and the related
statements of operations,  stockholders'  equity,  and cash flows for the period
ended March 31, 2005. These financial  statements are the  responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Wallace  Mountain  Resources
Corp.  (An  Exploration  Stage Company) as of March 31, 2005, and the results of
its  activities  and cash  flows  for the year  then  ended in  conformity  with
accounting principles generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the Company has suffered losses from operations,  all of
which raise  substantial doubt about its ability to continue as a going concern.
Management's plans in regards to these matters are also described in Note 1. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

/s/ Franklin Griffith & Associates
- ----------------------------------------
Franklin Griffith & Associates
April 10, 2005
Las Vegas, Nevada

                                      F-1

                        WALLACE MOUNTAIN RESOURCES CORP.
                         (AN EXPLORATORY STAGE COMPANY)
                                 BALANCE SHEET


                                                                     (Audited)
                                                                       As of
                                                                  March 31, 2005
                                                                  --------------
                                     ASSETS
Current assets
  Cash                                                               $  5,000
  Prepaid expenses                                                         --
                                                                     --------
      Total current assets                                              5,000
                                                                     --------

                                                                     $  5,000
                                                                     ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable                                                   $     --
                                                                     --------
      Total current liabilities                                            --
                                                                     --------

      Total liabilities                                                    --

Stockholders'equity
  Common stock; $.001 par value; 75,000,000 shares
   authorized, 1,000,000 shares issued and outstanding                  1,000
  Additional paid-in capital                                            4,000
  Accumulated deficit                                                      --
      Total stockholders' equity                                        5,000
                                                                     --------

      Total liabilities and stockholders' equity                     $  5,000
                                                                     ========

                 See Accompanying Notes to Financial Statements

                                      F-2

                        WALLACE MOUNTAIN RESOURCES CORP.
                         (AN EXPLORATORY STAGE COMPANY)
                            STATEMENT OF OPERATIONS


                                                                 (Audited)
                                                                Period from
                                                               March 30, 2005
                                                            (Date of inception)
                                                                  through
                                                               March 31, 2005
                                                               --------------

Revenue                                                          $       --

Operating expenses
  General and administrative                                             --
                                                                 ----------

      Total operating expenses                                           --
                                                                 ----------

Loss from operations                                                     --

Other income (expenses):
  Other expense                                                          --
  Interest expense                                                       --
                                                                 ----------
      Total other income (expenses)                                      --
                                                                 ----------

Loss before provision for income taxes                                   --
Provision for income taxes                                               --
                                                                 ----------

Net loss                                                         $       --
                                                                 ----------

Basic and diluted loss per common share                          $       --
                                                                 ==========
Basic and diluted weighted average
 common shares outstanding                                        1,000,000
                                                                 ==========

                 See Accompanying Notes to Financial Statements

                                      F-3

                        WALLACE MOUNTAIN RESOURCES CORP.
                         (AN EXPLORATORY STAGE COMPANY)
                            STATEMENT OF CASH FLOWS


                                                                 (Audited)
                                                                Period from
                                                               March 30, 2005
                                                            (Date of inception)
                                                                  through
                                                               March 31, 2005
                                                               --------------
Cash flows from operating activities:
  Net loss                                                        $     --
  Adjustments to reconcile net loss to
  Changes in operating assets and liabilities:
    Change in prepaid expenses                                          --
                                                                  --------
         Net cash used by operating activities                          --

Cash flows from investing activities:
  Purchase of property and equipment                                    --
                                                                  --------
         Net cash used by investing activities                          --

Cash flows from financing activities:
  Proceeds from issuance of common stock                             5,000
                                                                  --------
         Net cash provided by financing activities                   5,000
                                                                  --------

Net increase in cash                                                 5,000

Cash, beginning of period                                               --
                                                                  --------

Cash, end of period                                               $  5,000
                                                                  ========
Supplementary cash flow information:
  Cash payments for income taxes                                  $     --
                                                                  ========
  Cash payments for interest                                      $     --
                                                                  ========

                 See Accompanying Notes to Financial Statements

                                      F-4

                        WALLACE MOUNTAIN RESOURCES CORP.
                         (AN EXPLORATORY STAGE COMPANY)
                       STATEMENT OF STOCKHOLDERS' EQUITY



                                       Common Stock          Additional                     Total
                                   ---------------------      Paid-in     Accumulated    Stockholders'
                                   Shares         Amount      Capital       Deficit         Equity
                                   ------         ------      -------       -------         ------
                                                                              
Balance at March 30, 2005
 (Date of inception)                    --        $   --      $   --         $  --          $   --

Common Stock Issued for Cash     1,000,000         1,000       4,000            --           5,000

Net loss                                --            --          --            --              --
                                 ---------        ------      ------         -----          ------

Balance, March 31, 2005          1,000,000        $1,000      $4,000         $  --          $5,000
                                 =========        ======      ======         =====          ======


                 See Accompanying Notes to Financial Statements

                                      F-5

                        WALLACE MOUNTAIN RESOURCES CORP.
                         (AN EXPLORATORY STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


1.   DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

     DESCRIPTION OF BUSINESS AND HISTORY - Wallace  Mountain  Resources Corp., a
     Nevada corporation,  (hereinafter  referred to as the "Company" or "Wallace
     Mountain") was  incorporated  in the State of Nevada on March 30, 2005. The
     Company  was  formed  to  engage  in  the   acquisition,   exploration  and
     development of natural  resource  properties of merit.  The Company has not
     yet acquired any mineral claims. See Note 8 Subsequent Events.

     The  Company  operations  have  been  limited  to  general   administrative
     operations and is considered a (An  Exploration  Stage Company)  company in
     accordance with Statement of Financial Accounting Standards No. 7.

     MANAGEMENT  OF COMPANY - The company  filed its  articles of  incorporation
     with the Nevada Secretary of State on March 30, 2005,  indicating Sandra L.
     Miller  on  behalf  of  Resident  Agents  of  Nevada  ,  Inc.  as the  sole
     incorporator. The list of officers filed with the Nevada Secretary of State
     on April 1, 2005 indicate Robert Gelfand as the President,  Secretary,  and
     Treasurer.

     GOING CONCERN - The Company  incurred net losses of  approximately  $0 from
     the period of March 30, 2005 (Date of Inception) through March 31, 2005 and
     has commenced limited operations,  rather, still in the exploration stages,
     raising  substantial  doubt  about the  Company's  ability to continue as a
     going concern.  The Company will seek additional sources of capital through
     the issuance of debt or equity financing, but there can be no assurance the
     Company will be successful in accomplishing its objectives.

     The ability of the Company to continue as a going  concern is  dependent on
     additional  sources of capital and the success of the Company's  plan.  The
     financial statements do not include any adjustments that might be necessary
     if the Company is unable to continue as a going concern.

     YEAR END - The Company's year end is March 31.

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

     PROPERTY AND EQUIPMENT  AND RENTAL  PROPERTIES - Property and equipment and
     rental  properties  are  stated  at  cost  less  accumulated  depreciation.
     Depreciation is provided  principally on the straight-line  method over the
     estimated  useful lives of the assets,  which are  generally 3 to 27 years.
     The amounts of  depreciation  provided are sufficient to charge the cost of
     the related assets to operations  over their  estimated  useful lives.  The
     cost of  repairs  and  maintenance  is  charged  to  expense  as  incurred.
     Expenditures for property  betterments and renewals are  capitalized.  Upon
     sale or other disposition of a depreciable  property,  cost and accumulated
     depreciation  are  removed  from  the  accounts  and  any  gain  or loss is
     reflected in other income.

     The Company  periodically  evaluates whether events and circumstances  have
     occurred that may warrant  revision of the  estimated  useful life of fixed
     assets or whether the remaining balance of fixed assets should be evaluated
     for  possible  impairment.  The  Company  uses an  estimate  of the related
     undiscounted  cash flows  over the  remaining  life of the fixed  assets in
     measuring their recoverability.

     INCOME TAXES - The Company accounts for its income taxes in accordance with
     Statement  of  Financial  Accounting  Standards  No.  109,  which  requires
     recognition  of  deferred  tax  assets  and   liabilities  for  future  tax
     consequences  attributable to differences  between the financial  statement
     carrying  amounts of existing assets and  liabilities and their  respective
     tax  bases  and  tax  credit  carry  forwards.   Deferred  tax  assets  and
     liabilities  are  measured  using  enacted  tax rates  expected to apply to
     taxable  income  in the  years in which  those  temporary  differences  are
     expected to be recovered or settled.  The effect on deferred tax assets and
     liabilities  of a change in tax rates is  recognized  in  operations in the
     period that includes the enactment date.

                                      F-6

                        WALLACE MOUNTAIN RESOURCES CORP.
                         (AN EXPLORATORY STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


1.   DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (continued)

     Management feels the Company will have a net operating loss carryover to be
     used  for  future  years.  The  Company  has not  established  a  valuation
     allowance for the full tax benefit of the operating loss  carryovers due to
     the uncertainty regarding realization.

     NET LOSS PER  COMMON  SHARE - The  Company  computes  net loss per share in
     accordance  with SFAS No. 128,  Earnings per Share (SFAS 128) and SEC Staff
     Accounting  Bulletin No. 98 (SAB 98).  Under the provisions of SFAS 128 and
     SAB 98,  basic  net loss per share is  computed  by  dividing  the net loss
     available to common  stockholders  for the period by the  weighted  average
     number of shares  of  common  stock  outstanding  during  the  period.  The
     calculation  of diluted  net loss per share  gives  effect to common  stock
     equivalents;  however, potential common shares are excluded if their effect
     is  antidilutive.  For the period from March 30,  2005 (Date of  Inception)
     through  March 31, 2005,  no options and warrants  were  excluded  from the
     computation  of diluted  earnings per share  because  their effect would be
     antidilutive.

     REVENUE  RECOGNITION  - The  Company  has no  revenues  to  date  from  its
     operations.

     LEGAL  PROCEDURES  - The Company is not aware of, nor is it involved in any
     pending legal proceedings.

     STOCK-BASED  COMPENSATION - The Company applies Accounting Principles Board
     ("APB")  Opinion No. 25,  Accounting  for Stock  Issued to  Employees,  and
     Related  Interpretations,   in  accounting  for  stock  options  issued  to
     employees.  Under APB No. 25, employee compensation cost is recognized when
     estimated fair value of the  underlying  stock on date of the grant exceeds
     exercise price of the stock option.  For stock options and warrants  issued
     to  non-employees,  the  Company  applies  SFAS  No.  123,  Accounting  for
     Stock-Based  Compensation,  which requires the  recognition of compensation
     cost based upon the fair value of stock options at the grant date using the
     Black-Scholes option pricing model.

     The following table represents the effect on net loss and loss per share if
     the  Company  had  applied  the fair value  based  method  and  recognition
     provisions of Statement of Financial  Accounting  Standards (SFAS) No. 123,
     "Accounting  for  Stock-Based   Compensation",   to  stock-based   employee
     compensation for the year ended March 31, 2005:

     Net loss, as reported                                              $   --
     Add:  Stock-based employee compensation expense
           included in reported loss, net of related tax effects            --
     Deduct: Total stock-based employee compensation
             expense determined under fair value based methods
             for all awards, net of related tax effects                     --

     Pro forma net loss                                                 $   --

     Net loss per common share:
       Basic and fully diluted loss per share, as reported              $(0.00)
       Basic and fully diluted loss per share, pro forma                $(0.00)

     There were no stock  options  granted for the period  ended March 31, 2005.
     There are additionally no written or verbal agreements  related to the sale
     of any stock, option or warrants of the Company's common stock.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation-Transition and Disclosure". SFAS No. 148 amends the transition
     and  disclosure  provisions  of SFAS No.  123.  The  Company  is  currently
     evaluating  SFAS No.  148 to  determine  if it will  adopt  SFAS No. 123 to
     account for employee  stock options using the fair value method and, if so,
     when to begin transition to that method.

                                      F-7

                        WALLACE MOUNTAIN RESOURCES CORP.
                         (AN EXPLORATORY STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


1.   DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (continued)

     NEW ACCOUNTING PRONOUNCEMENTS -

     In December 2004, the FASB issued SFAS No. 123 (revised 2004).  Share-Based
     Payment,  which is a revision of SFAS No. 123,  Accounting for  Stock-Based
     Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for
     Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows.
     Generally,  the  approach  in SFAS No.  123(R) is similar  to the  approach
     described  in  SFAS  No.  123.  However,   SFAS  No.  123(R)  requires  all
     share-based  payments to  employees,  including  grants of  employee  stock
     options,  to be  recognized  in the  income  statement  based on their fair
     values. Pro forma disclosure is no longer an alternative.  The new standard
     will be effective for the Company in the first interim or annual  reporting
     period  beginning after December 15, 2005. The Company expects the adoption
     of this standard will have a material impact on its financial statements.

     In  November  2004,  the FASB  issued SFAS No.  151,  Inventory  Costs,  an
     amendment of ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB
     No. 43,  Chapter  4,  Inventory  Pricing,  to clarify  the  accounting  for
     abnormal  amounts of idle facility  expense,  freight,  handing costs,  and
     spoilage. This statement requires that those items be recognized as current
     period  charges  regardless  of  whether  they  meet the  criterion  of "so
     abnormal"  which was the  criterion  specified  in ARB No. 43. In addition,
     this Statement  requires that allocation of fixed  production  overheads to
     the cost of  production  be  based on  normal  capacity  of the  production
     facilities.  This  pronouncement  is  effective  for the Company  beginning
     October 1, 2005.  The Company has not yet  assessed  the impact on adopting
     this new standard.

     In December 2004, the FASB issued SFAS No. 123 (revised 2004).  Share-Based
     Payment,  which is a revision of SFAS No. 123,  Accounting for  Stock-Based
     Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for
     Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows.
     Generally,  the  approach  in SFAS No.  123(R) is similar  to the  approach
     described  in  SFAS  No.  123.  However,   SFAS  No.  123(R)  requires  all
     share-based  payments to  employees,  including  grants of  employee  stock
     options,  to be  recognized  in the  income  statement  based on their fair
     values. Pro forma disclosure is no longer an alternative.  The new standard
     will be effective for the Company in the first interim or annual  reporting
     period  beginning after December 15, 2005. The Company expects the adoption
     of this standard will have a material impact on its financial statements.

2.   PROPERTY AND EQUIPMENT

     As of  March  31,  2005,  the  Company  does  not own any  property  and/or
     equipment.

3.   STOCKHOLDER'S EQUITY

     The Company has  75,000,000  shares  authorized  and  1,000,000  issued and
     outstanding  as of March 31, 2005. The issued and  outstanding  shares were
     issued as follows:

     1,000,000  common shares were issued to Robert Gelfand on March 30, 2005 in
     exchange for cash in the amount of $5,000 U.S.

4.   LOAN FROM STOCKHOLDER

     As of  March  31,  2005,  there  are no  loans  to  the  Company  from  any
     stockholders.

5.   RELATED PARTY TRANSACTIONS

     As of March 31, 2005, there are no related party  transactions  between the
     Company and any officers,  other than those mentioned above and in Note 3 -
     Stockholder's Equity.

                                      F-8

                        WALLACE MOUNTAIN RESOURCES CORP.
                         (AN EXPLORATORY STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


6.   STOCK OPTIONS

     As of  March  31,  2005,  the  Company  does not  have  any  stock  options
     outstanding,  nor does it have any  written  or verbal  agreements  for the
     issuance or distribution of stock options at any point in the future.

7.   LITIGATION

     As of March 31,  2005,  the  Company is not aware of any current or pending
     litigation which may affect the Company's operations.

8.   SUBSEQUENT EVENTS

     On April 5, 2005, Robert Gelfand  transferred  mining claims to the Company
     at his cost of $8,000.  1,600,000 shares of the Company's common stock were
     issued in exchange for the mining claims.

                                      F-9

                        WALLACE MOUNTAIN RESOURCES CORP.
                         (AN EXPLORATION STAGE COMPANY)
                                 BALANCE SHEET



                                                                  Unaudited              Audited
                                                                    As of                 As of
                                                                June 30, 2005         March 31, 2005
                                                                -------------         --------------
                                                                                  
                                     ASSETS
Current assets
  Cash                                                             $    771             $  5,000
  Prepaid expenses                                                       --                   --
                                                                   --------             --------
      Total current assets                                              771                5,000

Mining Claims                                                            --                   --
                                                                   --------             --------

Total Assets                                                       $    771             $  5,000
                                                                   ========             ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable                                                 $     --             $     --
                                                                   --------             --------
      Total current liabilities                                          --                   --
                                                                   --------             --------

      Total liabilities                                                  --                   --

Stockholders' equity
  Common stock; $.001 par value; 75,000,000 shares
   authorized, 2,600,000 and 1,000,000 shares issued and
   outstanding as of June 30 and March 30, 2005, respectively         2,600                1,000
  Additional paid-in capital                                         10,400                4,000
  Accumulated deficit                                               (12,229)                  --
                                                                   --------             --------
      Total stockholders' equity                                        771                5,000
                                                                   --------             --------

      Total liabilities and stockholders' equity                   $    771             $  5,000
                                                                   ========             ========


                 See Accompanying Notes to Financial Statements

                                      F-10

                        WALLACE MOUNTAIN RESOURCES CORP.
                         (AN EXPLORATION STAGE COMPANY)
                            STATEMENT OF OPERATIONS

                                                                Period from
                                                               March 30, 2005
                                          April 1, 2005      (Date of inception)
                                             through              through
                                          June 30, 2005        June 30, 2005
                                          -------------        -------------

Revenue                                    $        --          $        --

Operating expenses:
  Professional fees                              2,350                2,350
  General and administrative                     9,879                9,879
                                           -----------          -----------

      Total operating expenses                  12,229               12,229
                                           -----------          -----------

Loss from operations                           (12,229)             (12,229)

Other income (expenses):
  Other expense                                     --                   --
  Interest expense                                  --                   --
                                           -----------          -----------
      Total other income (expenses)                 --                   --
                                           -----------          -----------

Loss before provision for income taxes         (12,229)             (12,229)
Provision for income taxes                          --                   --
                                           -----------          -----------

Net loss                                   $   (12,229)         $   (12,229)
                                           -----------          -----------

Basic and diluted loss per common share    $     (0.00)         $     (0.00)
                                           ===========          ===========
Basic and diluted weighted average
 common shares outstanding                   2,528,889            2,495,652
                                           ===========          ===========

                 See Accompanying Notes to Financial Statements

                                      F-11

                        WALLACE MOUNTAIN RESOURCES CORP.
                         (AN EXPLORATION STAGE COMPANY)
                            STATEMENT OF CASH FLOWS



                                                                                   Period from
                                                                                  March 30, 2005
                                                            April 1, 2005      (Date of inception)
                                                               through               through
                                                            June 30, 2005         June 30, 2005
                                                            -------------         -------------
                                                                              
Cash flows from operating activities:
  Net loss                                                    $(12,229)             $(12,229)
  Adjustments to reconcile net loss to changes
   in operating assets and liabilities:
     Stock issued for mining claims                              8,000                 8,000
     Change in prepaid expenses                                     --                    --
                                                              --------              --------
        Net cash used by operating activities                   (4,229)               (4,229)

Cash flows from investing activities:
  Purchase of property and equipment                                --                    --
                                                              --------              --------
        Net cash used by investing activities                       --                    --

Cash flows from financing activities:
  Proceeds from issuance of common stock                            --                 5,000
                                                              --------              --------
        Net cash provided by financing activities                   --                 5,000
                                                              --------              --------

Net increase in cash                                            (4,229)                  771

Cash, beginning of period                                        5,000                    --
                                                              --------              --------

Cash, end of period                                           $    771              $    771
                                                              ========              ========

Supplementary cash flow information:
  Cash payments for income taxes                              $     --              $     --
                                                              ========              ========
  Cash payments for interest                                  $     --              $     --
                                                              ========              ========


                 See Accompanying Notes to Financial Statements

                                      F-12

                        WALLACE MOUNTAIN RESOURCES CORP.
                         (AN EXPLORATORY STAGE COMPANY)
                       STATEMENT OF STOCKHOLDERS' EQUITY



                                                        Common Stock      Additional                      Total
                                                  --------------------      Paid-in     Accumulated   Stockholders'
                                                  Shares        Amount      Capital       Deficit        Equity
                                                  ------        ------      -------       -------        ------
                                                                                        
Balance at March 30, 2005 (Date of inception)          --     $      --    $      --     $      --      $      --

Common Stock Issued for Cash                    1,000,000         1,000        4,000            --          5,000

Net loss                                               --            --           --            --             --
                                                ---------     ---------    ---------     ---------      ---------

Balance, March 31, 2005                         1,000,000     $   1,000    $   4,000     $      --      $   5,000
                                                =========     =========    =========     =========      =========

Common Stock Issued for Mining Claims           1,600,000         1,600        6,400            --          8,000

Net loss                                               --            --           --       (12,229)       (12,229)
                                                ---------     ---------    ---------     ---------      ---------

Balance, June 30, 2005                          2,600,000     $   2,600    $  10,400     $ (12,229)     $     771
                                                =========     =========    =========     =========      =========


                 See Accompanying Notes to Financial Statements

                                      F-13

                        WALLACE MOUNTAIN RESOURCES CORP.
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

   DESCRIPTION  OF BUSINESS AND HISTORY - Wallace  Mountain  Resources  Corp., a
   Nevada  corporation,  (hereinafter  referred to as the  "Company" or "Wallace
   Mountain")  was  incorporated  in the State of Nevada on March 30, 2005.  The
   Company was formed to engage in the acquisition,  exploration and development
   of natural resource  properties of merit. The Company acquired mineral claims
   during the quarter ended June 30, 2005 for $8,000 worth of stock,  see Note 3
   Stockholder's Equity.

   The Company operations have been limited to general administrative operations
   and is considered a (An Exploration Stage Company) company in accordance with
   Statement of Financial Accounting Standards No. 7.

   MANAGEMENT OF COMPANY - The company filed its articles of incorporation  with
   the Nevada Secretary of State on March 30, 2005,  indicating Sandra L. Miller
   on behalf of Resident Agents of Nevada , Inc. as the sole  incorporator.  The
   list of officers  filed with the Nevada  Secretary  of State on April 1, 2005
   indicate Robert Gelfand as the President, Secretary, and Treasurer.

   GOING CONCERN - The Company incurred net losses of approximately $12,229 from
   the period of March 30, 2005 (Date of  Inception)  through  June 30, 2005 and
   has commenced limited  operations,  rather,  still in the exploration stages,
   raising  substantial doubt about the Company's ability to continue as a going
   concern.  The Company  will seek  additional  sources of capital  through the
   issuance  of debt or equity  financing,  but there  can be no  assurance  the
   Company will be successful in accomplishing its objectives.

   The ability of the Company to continue  as a going  concern is  dependent  on
   additional  sources of capital and the  success of the  Company's  plan.  The
   financial  statements do not include any adjustments  that might be necessary
   if the Company is unable to continue as a going concern.

   YEAR END - The Company's year end is March 31.

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

   INCOME TAXES - The Company  accounts for its income taxes in accordance  with
   Statement  of  Financial   Accounting   Standards  No.  109,  which  requires
   recognition   of  deferred  tax  assets  and   liabilities   for  future  tax
   consequences  attributable  to  differences  between the financial  statement
   carrying  amounts of existing assets and liabilities and their respective tax
   bases and tax credit carry forwards.  Deferred tax assets and liabilities are
   measured  using enacted tax rates  expected to apply to taxable income in the
   years in which those  temporary  differences  are expected to be recovered or
   settled. The effect on deferred tax assets and liabilities of a change in tax
   rates is  recognized  in operations in the period that includes the enactment
   date.

   Management  feels the Company will have a net operating  loss carryover to be
   used for future years. The Company has not established a valuation  allowance
   for  the  full  tax  benefit  of the  operating  loss  carryovers  due to the
   uncertainty regarding realization.

   NET  LOSS PER  COMMON  SHARE - The  Company  computes  net loss per  share in
   accordance  with SFAS No.  128,  Earnings  per Share (SFAS 128) and SEC Staff
   Accounting Bulletin No. 98 (SAB 98). Under the provisions of SFAS 128 and SAB
   98, basic net loss per share is computed by dividing  the net loss  available
   to common  stockholders  for the  period by the  weighted  average  number of
   shares of common stock  outstanding  during the period.  The  calculation  of
   diluted net loss per share gives effect to common stock equivalents; however,
   potential common shares are excluded if their effect is antidilutive. For the
   period from March 30, 2005 (Date of  Inception)  through  June 30,  2005,  no
   options and warrants were excluded from the  computation of diluted  earnings
   per share because their effect would be  antidilutive.  See Note 7 Subsequent
   Events.

                                      F-14

                        WALLACE MOUNTAIN RESOURCES CORP.
                         (AN EXPLORATION STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


   REVENUE  RECOGNITION  -  The  Company  has  no  revenues  to  date  from  its
   operations.

   LEGAL  PROCEDURES  - The  Company is not aware of, nor is it  involved in any
   pending legal proceedings.

   STOCK-BASED  COMPENSATION - The Company applies  Accounting  Principles Board
   ("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and Related
   Interpretations,  in accounting for stock options issued to employees.  Under
   APB No. 25,  employee  compensation  cost is recognized  when  estimated fair
   value of the underlying  stock on date of the grant exceeds exercise price of
   the stock option. For stock options and warrants issued to non-employees, the
   Company applies SFAS No. 123, Accounting for Stock-Based Compensation,  which
   requires the  recognition of  compensation  cost based upon the fair value of
   stock options at the grant date using the Black-Scholes option pricing model.

   The following  table  represents the effect on net loss and loss per share if
   the  Company  had  applied  the  fair  value  based  method  and  recognition
   provisions  of Statement of Financial  Accounting  Standards  (SFAS) No. 123,
   "Accounting   for   Stock-Based   Compensation",   to  stock-based   employee
   compensation for the period ended June 30, 2005:

                                                                       2005
                                                                    ----------
     Net loss, as reported                                          $  (12,229)
     Add: Stock-based employee compensation expense
          included in reported loss, net of related tax effects             --
     Deduct: Total stock-based employee compensation
             expense determined under fair value based methods
             for all awards, net of related tax effects                     --
                                                                    ----------

          Pro forma net loss                                        $  (12,229)
                                                                    ==========

     Net loss per common share:
       Basic and fully diluted loss per share, as reported          $    (0.00)
                                                                    ==========
       Basic and fully diluted loss per share, pro forma            $    (0.00)
                                                                    ==========

   There were no stock options granted for the period ended June 30, 2005. There
   are additionally no written or verbal  agreements  related to the sale of any
   stock,  option or warrants of the Company's common stock as of June 30, 2005.
   See Note 7 Subsequent Events.

   In December 2002, the FASB issued SFAS No. 148,  "Accounting  for Stock-Based
   Compensation-Transition  and Disclosure".  SFAS No. 148 amends the transition
   and  disclosure  provisions  of  SFAS  No.  123.  The  Company  is  currently
   evaluating SFAS No. 148 to determine if it will adopt SFAS No. 123 to account
   for employee  stock  options  using the fair value method and, if so, when to
   begin transition to that method.

   NEW ACCOUNTING PRONOUNCEMENTS -

   In December  2004, the FASB issued SFAS No. 123 (revised  2004).  Share-Based
   Payment,  which is a revision of SFAS No.  123,  Accounting  for  Stock-Based
   Compensation.  SFAS No. 123(R)  supersedes APB Opinion No. 25, Accounting for
   Stock Issued to Employees,  and amends SFAS No. 95,  Statement of Cash Flows.
   Generally,  the  approach  in SFAS No.  123(R)  is  similar  to the  approach
   described in SFAS No. 123. However,  SFAS No. 123(R) requires all share-based
   payments to employees,  including  grants of employee  stock  options,  to be
   recognized  in the income  statement  based on their fair  values.  Pro forma
   disclosure  is no longer an  alternative.  The new standard will be effective
   for the Company in the first  interim or annual  reporting  period  beginning
   after  December 15, 2005.  The Company  expects the adoption of this standard
   will have a material impact on its financial statements.

   In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment
   of ARB No. 43,  Chapter 4. SFAS No.  151 amends the  guidance  in ARB No. 43,
   Chapter 4, Inventory Pricing,  to clarify the accounting for abnormal amounts
   of  idle  facility  expense,  freight,  handing  costs,  and  spoilage.  This

                                      F-15

                        WALLACE MOUNTAIN RESOURCES CORP.
                         (AN EXPLORATION STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


   statement  requires that those items be recognized as current  period charges
   regardless of whether they meet the criterion of "so abnormal"  which was the
   criterion specified in ARB No. 43. In addition,  this Statement requires that
   allocation of fixed  production  overheads to the cost of production be based
   on normal  capacity  of the  production  facilities.  This  pronouncement  is
   effective for the Company  beginning October 1, 2005. The Company has not yet
   assessed the impact on adopting this new standard.

   In December  2004, the FASB issued SFAS No. 123 (revised  2004).  Share-Based
   Payment,  which is a revision of SFAS No.  123,  Accounting  for  Stock-Based
   Compensation.  SFAS No. 123(R)  supersedes APB Opinion No. 25, Accounting for
   Stock Issued to Employees,  and amends SFAS No. 95,  Statement of Cash Flows.
   Generally,  the  approach  in SFAS No.  123(R)  is  similar  to the  approach
   described in SFAS No. 123. However,  SFAS No. 123(R) requires all share-based
   payments to employees,  including  grants of employee  stock  options,  to be
   recognized  in the income  statement  based on their fair  values.  Pro forma
   disclosure  is no longer an  alternative.  The new standard will be effective
   for the Company in the first  interim or annual  reporting  period  beginning
   after  December 15, 2005.  The Company  expects the adoption of this standard
   will have a material impact on its financial statements.

   In December  2004,  the FASB issued SFAS No. 153,  "Exchanges of  Nonmonetary
   Assets,  an amendment of APB Opinion No. 29 "effective for nonmonetary  asset
   exchanges  occurring in the fiscal year beginning  January 1, 2006.  SFAS No.
   153 requires  that  exchanges of  productive  assets be accounted for at fair
   value unless fair value cannot be reasonably  determined  or the  transaction
   lacks commercial  substance.  SFAS No. 153 is not expected to have a material
   effect on the company's Consolidated Financial Statements.

   In May  2005,  the FASB  issued  SFAS  154,  "Accounting  Changes  and  Error
   Corrections - a Replacement  of APB Opinion No. 20 and FASB Statement No. 3".
   SFAS  154  requires  retrospective  application  to  prior  period  financial
   statements of changes in accounting principle,  unless it is impracticable to
   determine either the period-specific  effects or the cumulative effect of the
   change.  SFAS 154 also redefines  "restatement" as the revising of previously
   issued  financial  statements  to reflect the  correction  of an error.  This
   statement is effective for accounting  changes and corrections of errors made
   in fiscal years  beginning  after  December  15,  2005.  The Company does not
   believe that the adoption of SFAS 154 will have a  significant  impact on the
   financial statements.

2. PROPERTY AND EQUIPMENT

   As of June 30, 2005, the Company does not own any property and/or equipment.

3. STOCKHOLDER'S EQUITY

   The  Company  has  75,000,000  shares  authorized  and  1,000,000  issued and
   outstanding  as of June 30,  2005.  The issued and  outstanding  shares  were
   issued as follows:

   1,000,000  common  shares were issued to Robert  Gelfand on March 30, 2005 in
   exchange for cash in the amount of $5,000 U.S.

   1,600,000  common  shares were  issued to Robert  Gelfand on April 5, 2005 in
   exchange for mining claims  transferred  to the Company at his cost of $8,000
   U.S.

4. RELATED PARTY TRANSACTIONS

   Robert  Gelfand,  the  sole  officer  and  director  will not be paid for any
   underwriting  services that he performs on behalf of the Company with respect
   to the  Company's  upcoming  SB-2  offering.  He will  also not  receive  any
   interest on any funds that he advances to the Company for  offering  expenses
   prior to the offering  being closed which will be repaid from the proceeds of
   the offering.

   As of June 30, 2005,  there are no other related party  transactions  between
   the Company and any officers,  other than those mentioned above and in Note 3
   - Stockholder's Equity.

                                      F-16

                        WALLACE MOUNTAIN RESOURCES CORP.
                         (AN EXPLORATION STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


5. STOCK OPTIONS

   As of June 30, 2005, the Company does not have any stock options outstanding,
   nor does it have  any  written  or  verbal  agreements  for the  issuance  or
   distribution of stock options at any point in the future.

6. LITIGATION

   As of June 30,  2005,  the  Company  is not aware of any  current  or pending
   litigation which may affect the Company's operations.

7. SUBSEQUENT EVENTS

   The Company  filed an SB-2  registration  statement on July 18, 2005 with the
   Securities and Exchange  Commission in order to raise an aggregate  amount of
   $40,000  from the sale of  800,000  units at $.05 per  unit.  Each  unit will
   consist of one share and one  warrant.  An  additional  800,000  shares being
   registered  underlying the warrants will raise an aggregate amount of $80,000
   if the warrants are  exercised at $.10 per share and the warrants will expire
   2 years from the date of the offering.

                                      F-17

                      Dealer Prospectus Delivery Obligation


"UNTIL ______________, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS."


                                     PART II
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Wallace Mountain's By-Laws allow for the indemnification of the officers and
directors in regard to their carrying out the duties of their offices. The board
of directors will make determination regarding the indemnification of the
director, officer or employee as is proper under the circumstances if he/she has
met the applicable standard of conduct set forth in the Nevada General
Corporation Law.

Section 78.751 of the Nevada Business Corporation Act provides that each
corporation shall have the following powers:

"1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of any fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a pleas of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had a reasonable cause to believe that his conduct was unlawful.

2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the

                                      II-1

corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction, determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in sections 1 and 2, or in defense of any claim, issue or
matter therein, he must be indemnified by the corporation against expenses,
including attorneys fees, actually and reasonably incurred by him in connection
with the defense.

4. Any indemnification under sections 1 and 2, unless ordered by a court or
advanced pursuant to section 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:

     a.   By the stockholders;

     b.   By the board of directors by majority  vote of a quorum  consisting of
          directors who were not parties to the act, suit or proceeding;

     c.   If a majority  vote of a quorum  consisting  of directors who were not
          parties to the act, suit or proceeding so orders, by independent legal
          counsel, in a written opinion; or

     d.   If a quorum  consisting  of directors who were not parties to the act,
          suit or proceeding cannot be obtained, by independent legal counsel in
          a written opinion.

   5. The certificate of articles of  incorporation,  the bylaws or an agreement
   made by the  corporation  may  provide  that the  expenses  of  officers  and
   directors  incurred  in  defending  a  civil  or  criminal  action,  suit  or
   proceeding  must be paid by the  corporation  as  they  are  incurred  and in
   advance of the final  disposition  of the action,  suit or  proceeding,  upon
   receipt of an undertaking by or on behalf of the director or officer to repay
   the  amount  if  it  is  ultimately   determined  by  a  court  of  competent
   jurisdiction  that he is not entitled to be indemnified  by the  corporation.
   The  provisions  of this section do not affect any rights to  advancement  of
   expenses to which corporate  personnel other than director or officers may be
   entitled under any contract or otherwise by law.

   6. The  indemnification  and advancement of expenses authorized in or ordered
   by a court pursuant to this section:

     a.   Does  not  include  any  other  rights  to  which  a  person   seeking
          indemnification  or  advancement of expenses may be entitled under the
          certificate or articles of incorporation or any bylaw, agreement, vote
          of stockholders or disinterested directors or otherwise, for either an
          action in his official capacity or an action in another capacity while

                                      II-2

          holding his office, except that  indemnification,  unless ordered by a
          court  pursuant to section 2 or for the  advancement  of expenses made
          pursuant to section 5, may not be made to or on behalf of any director
          or  officer  if a final  adjudication  establishes  that  his  acts or
          omission involved intentional misconduct, fraud or a knowing violation
          of the law and was material to the cause of action.

     b.   Continues  for a person  who has  ceased  to be a  director,  officer,
          employee  or agent and inures to the  benefit of the heirs,  executors
          and administrators of such a person.

     c.   The Articles of  Incorporation  provides that "the  Corporation  shall
          indemnify its officers, directors, employees and agents to the fullest
          extent permitted by the General  Corporation Law of Nevada, as amended
          from time to time."

As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling Wallace Mountain, we have been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and unenforceable.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs of the offering are denoted below. Please note all amounts
are estimates other than the Commission's registration fee.

     Securities and Exchange Commission registration fee         $    15
     Accounting fees and expenses                                $ 1,000
     Legal fees                                                  $ 1,500
     Preparation and EDGARization fees                           $ 2,500
     Transfer Agent fees                                         $   600
     Printing                                                    $    85
                                                                 -------
     Total                                                       $ 5,700
                                                                 =======

RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information regarding the issuance and sales of securities
without registration since inception. No such sales involved the use of an
underwriter; no advertising or public solicitation was involved; the securities
bear a restrictive legend; and no commissions were paid in connection with the
sale of any securities.

On March 30, 2005, a total of 1,000,000 shares of Common Stock were issued in
exchange for organizational services and expenses, proprietary rights, business
plans, and cash in the amount of $5,000 U.S., or $.005 per share. On April 5,
2005, a total of 1,600,000 shares of Common Stock were issued in exchange for

                                      II-3

mining claims valued in the amount of $8,000 U.S., or $.005 per share. These
securities were issued in reliance upon the exemption contained in Section 4(2)
of Securities Act of 1933. These securities were issued to the officer and
director of the company.

                                    EXHIBITS

     Exhibit 3.1       Articles of Incorporation           Included Previously
     Exhibit 3.2       Bylaws                              Included Previously
     Exhibit 4         Stock Certificate                   Included
     Exhibit 5         Opinion re: Legality                Included Previously
     Exhibit 10        Warranty Deed                       Included
     Exhibit 23.1      Consent of counsel                  Included in Exhibit 5
     Exhibit 23.2      Consent of independent auditor      Included
     Exhibit 99.1      Subscription Agreement              Included Previously
     Exhibit 99.2      Warrant Agreement                   Included Previously
     Exhibit 99.3      Geology Report                      Included


                                  UNDERTAKINGS

The undersigned registrant hereby undertakes:

1.   To file,  during  any  period in which  offers of sales are being  made,  a
     post-effective amendment to this registration statement to:

     (i)  Include any prospectus  required by Section 10(a)(3) of the Securities
          Act of 1933;
     (ii) Reflect in the prospectus any facts or events which,  individually  or
          together,  represent a fundamental  change in the  information in this
          registration statement. Notwithstanding the foregoing, any increase or
          decrease in volume of securities offered (if the total dollar value of
          securities offered would not exceed that which was registered) and any
          deviation from the low and high end of the estimated  maximum offering
          range  may be  reflected  in the  form of  prospectus  filed  with the
          Commission  pursuant to Rule 424(b) if, in the aggregate,  the changes
          in volume and price  represent no more than a 20 percent change in the
          maximum  aggregate  offering  price set forth in the  "Calculation  of
          Registration Fee" table in the effective registration statement ; and
     (iii)Include any additional or changed material  information on the plan of
          distribution.

2.   That,  for the purpose of  determining  any liability  under the Securities
     Act, treat each post-effective amendment as a new registration statement of
     the securities  offered herein, and that the offering of such securities at
     that time shall be deemed to be the initial bona fide offering thereof.

                                      II-4

3.   To remove from  registration by means of a post-effective  amendment any of
     the  securities  being  registered   hereby  which  remain  unsold  at  the
     termination of the offering.

4.   Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 (the "Act") may be permitted to directors, officers and controlling
     persons  of the  small  business  issuer  pursuant  to the  By-Laws  of the
     company,  or  otherwise,  we have been  advised  that in the opinion of the
     Securities and Exchange  Commission such  indemnification is against public
     policy as expressed in the Act, and is, therefore unenforceable.

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

5.   For  determining any liability under the Securities Act, we shall treat the
     information  omitted  from  the  form of  prospectus  filed as part of this
     registration  statement in reliance  upon Rule 430A and contained in a form
     of prospectus filed by us under Rule 424(b)(1), or (4), or 497(h) under the
     Securities  Act as part of this  registration  statement as of the time the
     Commission declared it effective.

6.   For determining any liability under the Securities Act, we shall treat each
     post-effective  amendment  that  contains  a form  of  prospectus  as a new
     registration  statement  for the  securities  offered  in the  registration
     statement,  and that the  offering  of the  securities  at that time as the
     initial bona fide offering of those securities.

                                      II-5

                                   SIGNATURES


In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form SB-2 and authorized this registration statement
to be signed on its behalf by the undersigned, in the city of Bangkok, country
of Thailand, on August 24, 2005.

                                       Wallace Mountain Resources Corp.


                                          /s/ Robert Gelfand
                                          --------------------------
                                       By: Robert Gelfand
                                           (Principal Executive Officer)

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


/s/ Robert Gelfand                                              August 24, 2005
- -------------------------------------                           ---------------
Robert Gelfand, President                                            Date
(Principal Executive Officer, Principal
Financial Officer, Principal Accounting Officer)


                                      II-6

EX-4

                                                                       EXHIBIT 4


                NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
                                     NEVADA

                                                                   Cusip No. N/A

NUMBER                              WALLACE                               SHARES
                            Mountain Resources Corp

                       AUTHORIZED COMMON STOCK: 75,000,000
                                 $.001 PAR VALUE


This Certifies that



Is The Record Holder Of



transferable on the books of the Corporation by the holder hereof, in person or
by duly authorized attorney, upon surrender of this Certificate properly
endorsed. This Certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.

Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.


Dated:                                                     /s/ Robert M. Gelfand
                                                           ---------------------
                                                           PRESIDENT

                                      WMR

                                   CORPORATE
                                      SEAL


NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT

COUNTERSIGNED

           Holladay Stock Transfer, Inc.
2939 North 67th Place, Suite C Scottsdale, AZ 85251

                                               By: _____________________________
                                                       Authorized Signature

The following abbreviations when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common                    UNIF GIFT MIN ACT....Custodian
TEN ENT - as tenants by the entireties                            (Cust) (Minor)
JT TEN -  as joint tenants with right
          of survivorship and not as                      Act____________
          tenants in common                                    (State)

         Additional abbreviations may also be used though not in the above list.

For value received, ______________________ hereby sell, assign and transfer unto


PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE


________________________________________________________________________________
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________  shares
of the  capital  stock  represented  by the  within  Certificate,  and do hereby
irrevocably constitute and appoint

_______________________________________________________________________ Attorney
to transfer  the said stock on the books of the within  named  Corporation  with
full power of substitution in the premises.


Dated: ________________________________


X_______________________________________________________________________________
THE SIGNATURES TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER.

SIGNATURE(S)  MUST BE  GUARANTEED  BY A FIRM  WHICH IS A MEMBER OF A  REGISTERED
NATIONAL  STOCK  EXCHANGE,  OR BY A BANK  OTHER  THAN A SAVINGS  BANK OR A TRUST
COMPANY.  THE  GUARANTEEING  FIRM  MUST BE A MEMBER OF THE  MEDALLION  GUARANTEE
PROGRAM.


TRANSFER FEE WILL APPLY

EX-10

                                                                      Exhibit 10

                                  WARRANTY DEED

The Grantor, Robert Gelfand, of #29B Ebony Tower, President Park, 99 Sukhumvit
24 Road, Bangkok 10110 Thailand for and in consideration of eight thousand
dollars ($8,000.00) and other good and valuable consideration, does hereby
convey unto Wallace Mountain Resources Corp., a Nevada corporation with offices
at 29B Ebony Tower, President Park, 99 Sukhumvit 24 Road, Bangkok 10110
Thailand, (the "Grantee"), all right, title and interest in and to the following
mineral titles:

      CLAIM NAME                 TENURE NO.          PERCENTAGE BEING SOLD
      ----------                 ----------          ---------------------
    Wallace South                  509732                   100%

The Grantor, warrants that he holds title to the above and foregoing claims,
free and clear of all claims and encumbrances, and agrees to defend said claims
against any and all claims by third parties.

In witness whereof Robert M. Gelfand has executed this warranty deed this 5th
day of April, 2005.


                                                  /s/ Robert Gelfand
                                                  --------------------------
                                                  Robert M. Gelfand

EX-23.2

                                                                    Exhibit 23.2

                                    FRANKLIN
                                   GRIFFITH &
                                   ASSOCIATES

Members of:                                                 Contact Information:
American Institute of CPAs                            6330 McLeod Drive, Suite 7
Institute of Management Accountants                      Las Vegas, Nevada 89120
Association of Certified Fraud Examiners                  (702) 736-1852 (voice)
Public Company Accounting Oversight Board                   (702) 736-1608 (fax)


                          INDEPENDENT AUDITORS' CONSENT

We consent to the use of Wallace Mountain  Resources Corp. on Form SB-2/A of our
Auditors' Report, dated April 10, 2005, on the balance sheet of Wallace Mountain
Resources  Corp.  as of March 31, 2005 and the related  statement  of income and
accumulated  deficit  from  March  30,  2005  to  March  31,  2005,  changes  in
stockholders'  equity, and cash flows for the period ended March 31, 2005 and to
the reference of our Firm under the caption "Experts" in the Form SB-2/A.


/s/ Franklin Griffith & Associates
- ----------------------------------------

August 15, 2005
Las Vegas, Nevada

EX-99.3

                                                                    Exhibit 99.3

                                 SUMMARY REPORT

                                     on the

                         SOUTH WALLACE MOUNTAIN PROJECT




PROPERTY:                              SOUTH WALLACE CLAIM

                                       located on the southern  flank of Wallace
                                       Mountain  centered  approximately 3 miles
                                       (5   km)   south   of   Beaverdell,    in
                                       south-central British Columbia, Canada

                                       Latitude:   49o24' N
                                       Longitude:  119o05' W
                                       Map Number: NTS 82 E/06E / BCTRIM 082E035

                                       Greenwood Mining Division


WRITTEN FOR:                           WALLACE MOUNTAIN RESOURCES CORP.

                                       Suite 206, 455 Granville Street
                                       Vancouver, British Columbia
                                       Canada  V6C 1T1

WRITTEN BY:                            LLOYD C. BREWER

                                       Suite 604, 700 West Pender Street
                                       Vancouver, British Columbia
                                       Canada  V6C 1G8

DATE:                                  April 6, 2005

                               TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Summary ....................................................................  1

Location and Access ........................................................  2

Physiography, Vegetation and Climate........................................  2

Claim Information and Property Ownership....................................  5

History ....................................................................  5

Regional Geology ...........................................................  6

Property Geology ...........................................................  8

Mineralization .............................................................  8

     Scandie Zone...........................................................  8

     Dell Zone..............................................................  8

     Dominion Zone .........................................................  9

Conclusions and Recommendations ............................................ 10

References ................................................................. 12

Statement of Qualifications ................................................ 13


LIST OF FIGURES

Property Location Map ......................................................  3

Claim Map ..................................................................  4

Regional Geology Map .......................................................  7

                                                                               1


SUMMARY

The South Wallace  Mountain  Project is located  within the historic  Beaverdell
Mining Camp of southern  British  Columbia,  Canada.  Silver was  discovered  on
Wallace  Mountain in 1887, and production of silver  commenced in 1901. The camp
has produced nearly 50,000,000 ounces of silver to date.

The South Wallace  Mountain Project consists of an 18 unit mineral claims having
a total surface area of  approximately  946 acres. The claim is in the Greenwood
Mining Division,  and is centered at approximately 49o24'N latitude and 119o05'W
longitude on National Topographic Sheet 82E/06E and alternatively on BC TRIM map
sheet  082E035.  The town of  Beaverdell  is located 3 miles to the north of the
property. There is good gravel road access to most parts of the property.

There are three main areas of  mineralization  discovered  within the project to
date. The Scandie Zone consists two quartz veins that contain  high-grade silver
with lead and zinc that have been worked intermittently since he early 1900's. A
total of 344 feet of underground tunnels have been developed on this lode. A six
and a half (6 1/2) foot long sample of the ore yielded 154.8 oz/Ton Silver,  24%
Zinc, 10.5% Lead and 0.54% Copper.

The Dell and Dominion  Zones were  discovered in the early 1980's and both zones
contain copper,  gold and silver  mineralization  occurring within shear (fault)
zones.  Grades of 1.45 oz/Ton Gold, 11.0% Copper and 3.65 oz/Ton Silver across 4
inches of  chalcopyrite  and pyrite  within grey quartz were  obtained.  Limited
trenching  and diamond  drilling at both zones met with mixed  results.  The two
zones are located  more than 6,000 feet apart  along the same or parallel  shear
zones. The area between the two zones is highly prospective for the discovery of
additional mineralization.

During 1951 and 1960 nine (9) tons of ore was shipped from the Scandie Zone. The
shipments yielded 498 oz of silver, 635 pounds of lead and 1,290 pounds of zinc.
The calculated  grade for these  shipments is 55.3 oz/Ton Silver,  3.5% Lead and
7.2% Zinc.

Further  exploration  work  consisting of soil sampling  conducted on a detailed
basis in the immediate area of the known showings is recommended. A second phase
of trenching and diamond  drilling would be the next logical  exploration  step.
The recommended budget for the first phase of work is $30,000.

                                                                               2

LOCATION AND ACCESS

The South Wallace  Property is located 290  kilometers  east of Vancouver,  near
Beaverdell on the eastern  valley slope of the West Kettle River (Figure 1). The
property is in the Greenwood Mining  Division,  and is centered at approximately
49O24'N  latitude  and  119o05'W.  longitude  on  NTS  Map  Sheet  82  E/6E  and
alternatively  on BC TRIM  map  082E035.  Beaverdell  lies 3 miles  (5km) to the
north,  on Highway 33;  Kelowna and the  junction  with  Highway 97 lies some 50
miles  (80km) to the north,  while Rock Creek and the junction of Highways 3 and
33 is 27 miles (45km) to the south. A network of secondary  roads and ATV trails
access most parts of the Property.

PHYSIOGRAPHY, VEGETATION AND CLIMATE

The property is situated within the Monashee  Mountains of the Southern Interior
Physiographic  Region,  and  elevations  range from 3,000 feet (915m)  along the
western  edge of the claim to 4,500 feet  (1,370m) at the  extreme  southeastern
point of the claim.

Slopes within the claim area are generally  steep except for the height of land,
within the southeastern area of the property,  where gently rounded hilltops are
present.  Vegetation  consists  mainly of fir; larch and pine, much of it mature
second growth.  Some of the area has been recently  logged.  There is relatively
little  underbrush,  and open  grassy  areas are not  uncommon.  Outcrop  of the
underlying  rock units is fairly good  throughout  the project.  It is estimated
that approximately 30% of the project contains good rock exposure.

The climate  features warm summers and mild  winters.  The West Kettle Valley is
fairly dry in the summers,  although  not as dry as the  Okanagan  valley to the
west. Average yearly  precipitation is 20 inches (50cm). A snow pack of 3-5 feet
(1-1.5m)  begins to  accumulate  in November and lingers in places into May. The
recommended  field season for initial phases of exploration is from early May to
late  November.  Drilling and  underground  development  can be carried out on a
year-round basis with the aid of a bulldozer to keep access roads snow-free.

Ample  water is  available  from  Dominion  Creek and the West  Kettle  River to
support all phases of exploration and development.

                                                                               3


                       [MAP SHOWING THE PROPERTY LOCATION]

                                    (FIG 1)


                                                                               4



                   [CLAIM AND TOPOGRAPHY MAP OF THE LOCATION]

                                    (FIG 2)



                                                                               5


CLAIM INFORMATION AND PROPERTY OWNERSHIP

The South Wallace  Mountain  Project is comprised of one 18 unit mineral  claim.
The claim is registered  in the name of Robert M. Gelfand,  in trust for Wallace
Mountain  Resources  Corp.  Further claim  information  is provided in the table
below:

         CLAIM               TENURE             NUMBER            ANNIVERSARY
         NAME                NUMBER            OF CLAIMS             DATE
         ----                ------            ---------             ----
     Wallace South           509732               18             March 28, 2006

The total surface area of the project is  approximately  946.27 acres.  Refer to
Figure 2 for further detail.

HISTORY

The South Wallace  Mountain  Project is located  within the southern area of the
historic  Beaverdell  Mining  Camp.  Exploration  in the camp  dates to the late
1880's, with the discovery of silver on Wallace Mountain in 1897, and production
of silver  from as early as 1901.  The  Highland  Bell Mine  silver  mine was in
continuous  production for 76 years (1913 to 1989). At closure in 1989, the mine
had  produced a total of over 46 million  ounces of Silver,  12,500 tons of Lead
and 15,000 tons of Zinc as well as minor amounts of Cd, Cu and Au.

The first documented  exploration of the project area is in 1916, when the owner
of the Scandie claim leased it to a mining company which started  development of
the silver, lead ore occurring at the zone.

In 1917, underground development consisting of a 40-foot tunnel, a 10-foot winze
and numerous trenches, open-cuts and stripping were also completed.

In 1918 an  additional  89 feet of  underground  development  and  more  surface
trenching was completed.

No further  records  are found  until 1951 when 3.5 tons of ore was shipped by a
local miner, Mr. D. Hood.

In 1960,  Silver Scandie Mines Ltd., held the ground and another 5.5 tons of ore
was shipped.  The upper adit was driven an  additional 88 feet. A new lower adit
was also driven 154 feet.

In  1982 -  1983  Canstat  Petroleum  Resources  Corp.  completed  limited  soil
geochemical sampling,  trenching and shallow diamond drilling and discovered the
mineralization at the Dell and Dominion Zones.

There is no record of  further  activity  within the  project  area from 1983 to
present.

Addition information  regarding the property history and showings is provided in
the "Mineralization" section of this report.

                                                                               6


REGIONAL GEOLOGY

The area is within the Omineca Crystalline Belt; a NW trending belt dominated by
plutonic and  high-grade  metamorphic  rocks.  Regional  geology is presented in
Figure 3, the source of which is G.S.C. Map 1736A by Templeman-Kluit.

The  Beaverdell  area  is  underlain   principally  by  middle  Jurassic  Nelson
plutonics.  The  lithologies  are  dominantly  quartz  diorite,   monzonite  and
granodiorite. Quartz may range from trace to 20% by volume.

Both  potassic  and  plagioclase  feldspars  are present,  while mafic  minerals
include hornblende and biotite in varying amounts. Feldspar and/or amphibole may
occur as  coarse-grained  crystals,  but the rock is generally  equigranular and
moderately foliated.  In the Beaverdell area this foliation generally trends E-W
to SSE-NNW.

The  Nelson  Plutonics  intrude   greenstones,   amphibolites,   mafic  schists,
meta-wackes and lesser limestone of the Carboniferous and older Anarchist Group.
This  sedimentary and volcanic package occurs as isolated rafts or roof pendants
surrounded by the younger intrusive.

The Valhalla  intrusions (granite and granodiorite) of  Jurassic-Cretaceous  age
are  distinguished  from the Nelson  Plutonics by their  porphyritic  nature and
general  lack  of  foliation.   The  contacts  between  the  units  are  locally
gradational,  although clearly crosscutting  relationships have been observed as
well. The regional-scale  Okanagan  Batholith  surrounds the Nelson plutonics in
the  Beaverdell  area and is  considered to be equivalent in age to the Valhalla
intrusives.

The Coryell Group are Eocene porphyritic felsic intrusions that occur throughout
south central B.C. They include the  Beaverdell  Stock that outcrops on the West
Kettle River valley  bottom just south of the  Beaverdell  town site, as well as
numerous  plugs and dykes on Cranberry  Ridge.  The Coryell  syenites are likely
coeval with the Eocene Marron Group of felsic to  intermediate  volcanic  rocks.
These  trachytes,  andesites  and  lesser  tuff and shale  interbeds  outcrop in
erosional remnants on the property and in fault bounded outliers  throughout the
Okanagan region.

                                                                               7


                [REGIONAL GEOLOGY MAP SHOWING THE PROJECT AREA]

                                    (FIG 3)



                                                                               8


PROPERTY GEOLOGY

The South Wallace Mountain Project is underlain by West Kettle  granodiorite.  A
body of Permian age metamorphosed  volcanic rocks is located  immediately to the
east of the project. The granodiorite, near the contact with the volcanic rocks,
is altered. Some hornfels and younger hornblende porphyry dykes occur within the
project.  The  relationship  between the altered  granodiorite  and the porphyry
dykes to the mineralization is unknown at this time.

Generally  east to west  trending,  quartz  filled,  faults/shear  zones cut the
underlying  rocks.  All of the  mineralization  discovered to date occurs either
within, or immediately adjacent to, these fault/shear zones.

Further local geological information is provided in the following section.

MINERALIZATION

Three main  mineralized  targets  have been  identified  to date;  these are the
"SCANDIE ZONE", "DELL ZONE" and "DOMINION ZONE". They are summarized as follows:

*    SCANDIE ZONE

The Scandie Zone is located within the  northeastern  quadrant of the project on
the western valley wall of Dominion Creek. The showing is centered approximately
6,500 feet due east from the Dell Zone and approximately 3,500 feet north of the
Dominion Zone at an elevation of 4,300 feet.

Two sets of  mineralized  quartz veins have been  discovered  in this area,  one
strikes  270o and dips 60 to 70 degrees  north,  and the second set strikes 100o
and dips 70o south. Both occupy a locally silicified  east-trending  shear zone.
An alteration halo consisting of chlorite,  clay minerals and epidote extends up
to 10 inches on either side of the veins.  The veins  themselves are generally 1
to 2 feet in width, although locally can be as wide as 6 feet.

Two adits  follow the  mineralization;  the upper adit is 190 feet in length and
the lower adit is 154 feet in length.  Historic  records indicate that 9 tons of
ore was shipped from the property.

In 1982 a trench uncovered mineralization consists of galena, sphalerite, pyrite
and  chalcopyrite  and occurs within quartz veins. A six and a half (6 1/2) foot
long sample of this material  yielded 154.8 oz/Ton Silver,  24% Zinc, 10.5% Lead
and 0.54% Copper.

The 9 tons of ore shipped in 1951 and 1960 yielded 498 oz of silver,  635 pounds
of lead and 1,290 pounds of zinc.  The calculated  grade for these  shipments is
55.3 oz/Ton Silver, 3.5% Lead and 7.2% Zinc.

*    DELL ZONE

The following summary of the DELL ZONE, located within the northwestern quadrant
of the project, is paraphrased from the B.C. MEM MINFILE # 082ESW198.

                                                                               9


During 1982 and 1983,  five  trenches  were dug to  investigate  the source of a
copper in soil  geochemical  anomaly  discovered the previous year. The trenches
uncovered  gold,   copper  and  silver   mineralization   occurring   within  an
east-trending  shear  (fault)  zone  cutting a unit of altered  granite.  Copper
staining,  pyrite and  chalcopyrite  were present in both the veins and the wall
rock.

The trenching uncovered an area approximately 35 feet long and 20 feet wide that
contained strong mineralization.  Sample values of the area include, 1.45 oz/Ton
Gold,  11.0% Copper and 3.65 oz/Ton Silver across 4 inches of  chalcopyrite  and
pyrite in grey quartz collected in "Trench 5".

In 1983 five shallow  diamond drill holes were competed to test a portion of the
zone.  The best drill  intersection  from this program was  obtained  from under
Trench 5. This  returned  0.12 oz/Ton Gold,  0.52% Copper and 0.32 oz/Ton Silver
across an eight (8) inch interval.

It is apparent  that samples were only  collected  over narrow widths across the
most mineralized vein material.  Longer sample intervals should be considered to
investigate the potential for a wide/larger mineralized target.

*    DOMINION ZONE

The showing is located in the southeastern corner of the project at an elevation
of 4,000 feet, on the crest of an un-named ridge  overlooking the Dominion Creek
valley.

Copper  staining,   occurring  within  narrow  quartz  filled  shear  zones  was
discovered in the early 1980's within this area. Subsequently,  two trenches and
three shallow  diamond-drill holes were completed to test the shear zone thought
to be controlling the mineralization.

Although trench samples were encouraging, returning silver values to 8.2 oz/Ton,
the drilling failed to return any economic grades.

                                                                              10


CONCLUSIONS AND RECOMMENDATIONS

The South Wallace Mountain Project contains 2 styles of  mineralization,  copper
with gold and silver as well as  high-grade  silver  with  lead,  zinc and minor
gold.  Both of these styles of the  mineralization  appear to be  controlled  by
shear zones.

The  previous   work  has   demonstrated   that  copper  with  gold  and  silver
mineralization   occurs  within  2  areas  of  the  property  that  are  located
approximately  6,500 feet  apart.  This  distance  indicates  that there is good
potential for the discovery of a good volume of additional mineralization in the
area between the 2 know zones. It should also be noted that copper is present in
an extremely large porphyry body located immediately to the west of the project.
The high-grade shear hosted  mineralization  present could be  concentrations of
"leakage" mineralization that radiate from the porphyry body.

The high-grade silver, lead, zinc and minor gold mineralization occurring at the
Scandie Zone is consistent  with the overall grades obtained from the main mines
on Wallace Mountain.  It is highly probable that further  mineralization will be
discovered below the previous workings at this area.

As with many historic mining camps past exploration  work has primarily  focused
on  the  known   high-grade   showings.   Modern   exploration   techniques  and
mineralization  theories  should  be  implemented  to test for a larger  body of
mineralization  that  could be the  causative  source for the  numerous  mineral
showings in the area.

The  results of the  previous  work  carried out on the South  Wallace  Mountain
Project  area  indicates  that there is strong  potential  for the  discovery of
addition gold, silver,  copper,  lead and zinc  mineralization.  It is therefore
recommended  that  the  following  steps  be  carried  out to  further  test the
mineralization within the property:

1.   conduct soil sampling on a "micro-grid"  with 10 foot sample spacing,  over
     and around all three of the zones, test pits should be dug to determine the
     optimal depth for sample collection.

2.   MMI (Mobile Metal Ion) geochemical and bio-geochemical  methods should also
     be tested as to viability to define mineralized zones.

3.   the usage of advanced (modern) geophysics should also be considered.

4.   Mechanized  trenching  and  diamond  drilling  should be carried out in the
     targets identified in the previous 3 steps.

All  initial  samples  should be  analyzed  for Au+32  element  ICP, as previous
exploration  programs  carried  out in the  area  appear  to have  been  mineral
specific  and the analysis of the  soil/rock  samples did not cover all economic
elements.

A table  detailing  the  costs of the  Phase I  exploration  is  located  on the
following page.

                                                                              11


CONCLUSIONS AND RECOMMENDATIONS (CONTINUED)

The  aforementioned  recommendation  not withstanding,  the following  two-phase
exploration for the South Wallace Mountain Project is recommended:

PHASE I

The Phase I program  will  require  approximately  3 weeks to complete  and will
consist of grid emplacement,  soil sampling as well as testing the effectiveness
of MMI and  Biogeochemical  methods.  An  additional 3 weeks will be required to
complete analysis of samples, data compilation and interpretation,  drafting and
report  writing.  Results  gained  from  the  program  will  lead  to  a  better
understanding  of, the  location of and  controls  of,  mineralization  at known
showings as at any new showings and/or anomalous areas discovered as a result of
the Phase I program.



                                                                                    
PERSONNEL:
  Senior Geologist               3 days @ $400.00                                            $ 1,200.00
  Project Geologist              15 days @ $275.00                                             8,250.00
  Prospector/Field Assistant     15 days @ $200.00                                             6,000.00

FIELD COSTS:
  Field Camp and Supplies        30 man/days @ $50.00/m/d
                                 (including camp rental, GPS rental, food, prospecting
                                 and sampling equipment, first aid and chain saw)              1,500.00
  Field Communications           Long Distance charges Motorola 2 way field radios               400.00
  Survey Consumables             Sample bags, survey flagging, pickets etc.                      950.00

TRANSPORTATION:
  Truck Rental                   20 days $100.00                                               2,000.00
    Mob/de-mob                   Vancouver - Beaverdell return (fuel/meals/motel & truck
                                 mileage charges)                                                500.00

ANALYTICAL:
  Soil Samples                   200 samples @ $23.50/sample (Au + 32 element ICP)             2,350.00
  MMI / Bio Geochemical          10 samples                                                  $   350.00

OFFICE & ENGINEERING:
   Report Writing                based on results of Phase I exploration program               2,000.00
                                 (including field base map and all final maps detailing
                                 geological mapping, sample locations and results,
                                 location of old workings and compilation of results
   Drafting/Cartography          from previous work on property)                               1,500.00

OVERHEAD & CONTINGENCY                                                                         3,000.00
                                                                                             ----------

TOTAL ESTIMATE COST OF THE PHASE I EXPLORATION PROGRAM                                       $30,000.00
                                                                                             ==========


PHASE II:

The Phase II  exploration  program is  contingent  on the success of the Phase I
program.  mechanical  trenching  and  diamond  drilling  are  foreseen to be the
logical  next  step.  The  minimum  estimated  cost of the Phase II  program  is
$100,000.

                                                                              12


REFERENCES

B.C. MINISTER OF MINES        Annual Reports,  1916 pg 256, 1917 pg 205, 1918 pg
                              220,  1951 pg A41,  1960 pgs A53,  63, 1980 pg 35,
                              1981 pg174, 1982 pgs33-34, 1983 pgs 41-42

B.C. MINISTER   OF   MINES    Mineral Inventory File ("MINFILE"):

                                      082E SW 071 - Scandie
                                      082E SW 198 - Dell No. 1
                                      082E SW 199 - Jay

COX, D & SINGER, D. A.        Mineral Deposit Models, USGS Bulletin 1693

LEARY, G.M.                   Petrology   and   Structure   of  the  Tuzo  Creek
                              Molybdenite   Prospect   near   Penticton,    B.C.
                              unpublished M.Sc, thesis UBC 1970

LITTLE, H.W.                  Geology,   Kettle  River  (West   Half),   British
                              Columbia; Geological Survey of Canada, Map 15-1961

TROUPE, A.                    Geochemical  Report on the FRAN claim for  Canstat
                              Petroleum; BCMEMPR Assessment Report #8526 (1980)

TROUPE, A.                    Geological,  Geochemical and Geophysical Report on
                              the  BABE,  FRAN  claims  for  Canstat  Petroleum;
                              BCMEMPR Assessment Report #10979 (1982)

TROUPE, A.                    Geological,  Geochemical,  Geophysical  & Physical
                              Report  on  the  BABE,  FRAN  claims  for  Canstat
                              Petroleum; BCMEMPR Assessment Report #12734 (1983)

RINEKE, L                     Ore   Deposits   of  the   Beaverdell   Map  Area,
                              Geological Survey of Canada Memoir 79 (1915)

TEMPELMAN-KLUIT, D.J.         Geology, Penticton,  British Columbia;  Geological
                              Survey  of  Canada,  Map  1736A,  scale  1:250 000
                              (1989)

WHITE, W.H.                   The  Beaverdell  Silver  Camp,  Minister of Mines,
                              B.C., Annual Report, pp. 138-148 (1949)

                                                                              13


STATEMENT OF QUALIFICATIONS

I,  Lloyd C.  Brewer,  of Suite  604,  700 West  Pender  Street,  in the City of
Vancouver, British Columbia, Canada do hereby certify:

1.   THAT I am  president  and owner of White Wolf  Explorations  Ltd.  and have
     worked in the mining industry on a full time basis since 1981;

2.   THAT I have held direct  interests in various mineral claims located in the
     proximity of the South Wallace  Mountain Project since 1990 and have worked
     extensively in the area during this period.

3.   THAT this report is based on an exploration  programs  carried out under my
     direct  supervision  by crews of White Wolf  Explorations  Ltd. on numerous
     properties  in the  vicinity  of the South  Wallace  Mountain  Property  at
     various dates, as well as by various  geological  reports and publications,
     in both the private and public domain;


Dated at Vancouver, British Columbia, this 6th day of April, 2005.


                                            /s/ Lloyd C. Brewer
                                            -----------------------------
                                            Lloyd C. Brewer

CORRESP

                        WALLACE MOUNTAIN RESOURCES CORP.
                        #29B Ebony Tower, President Park
                              99 Sukhumvit 24 Road
                             Bangkok 10110 Thailand
                                 +(662) 262-9347
- --------------------------------------------------------------------------------

                                                                 August 24, 2005

Mr. John Fieldsend
U.S. Securities and Exchange Commission
Mail Stop 3561
100 F Street, NE
Washington, D.C. 20549

Re: Registration Statement on Form SB-2
    File No. 333-126674
    Filed on July 18, 2005

Dear Mr. Fieldsend,

Thank you for your prompt review of our filing. In response to your comment
letter of August 10, 2005 we have filed, via EDGAR, our amended Registration
Statement and provide this cover letter to assist you in your further review. We
have also forwarded marked copies of the amendment to you via mail as requested.

GENERAL

1.    We have added a disclosure to the Summary that the company does not
      consider itself to be a blank check company as defined in Rule 419 of
      Regulation C of the Securities Act of 1933. The company has a specific
      business plan and is seeking the funds to execute its business plan. Rule
      419 of Regulation C promulgated under the Securities Act of 1933 applies
      to companies having no specific business plans other than to engage in a
      merger or acquisition with an unidentified company or companies, or other
      entity. We do not anticipate or intend to be used as a vehicle for a
      reverse merger or merge with or acquire another company in the foreseeable
      future. We are aggressively pursuing our business plan given the current
      financial status of the company and the fact that we were very recently
      incorporated. We have taken the following steps to advance our business
      plan; we have secured our mineral rights to the property at South Wallace
      Mountain, prepared and filed our SB-2 Registration Statement with the
      Securities and Exchange Commission and drafted our business plan. The
      corporation was formed for the purpose of executing a specific business
      plan developed by our founder, Mr. Gelfand, as set forth in the
      prospectus. We are moving forward with our development as defined in the
      business plan. Based upon the above, we believe we are not within the
      scope of Rule 419.

2.    We have stated throughout the prospectus including the Summary,
      Description of Business and Plan of Operation sections that even if we
      complete our current exploration program and are successful in identifying
      a mineral deposit we will be required to expend substantial funds on
      further drilling and engineering studies before we will know if we have a
      commercially viable mineral deposit or reserve.

FACING PAGE

3.    We have added the sentence indicating the securities are being offered on
      a delayed or continuous basis pursuant to Rule 415.

FRONT COVER PAGE OF PROSPECTUS

4.    We have stated on the front cover and at the beginning of our Description
      of Business section that our auditors have issued a going concern opinion.

5.    We have changed the wording to clarify we are offering Units and what the
      Units consist of.

6.    We have specifically indicated the offering will end 180 days from the
      effective date of the prospectus and have provided a space where the exact
      date will be inserted once it is known.

7.    The checking account in which we will deposit the investors' funds will be
      a non-interest bearing account.

8.    We have added the terms "truthful or accurate" to the disclosure.

SUMMARY

9.    We have revised our wording to better state our belief and understanding
      that there is a possibility that our claims may not contain any reserves.
      Your comment prompted us to review the statement and in doing so we
      realized the use of "In all probability" was not the best choice.

10.   The use of March 5 was an error on our part, we have corrected the date to
      March 30.

11.   We have revised the summary to better provide a brief overview of our
      business and the offering.

RISK FACTORS

12.   We have moved the risk factor regarding management's lack of experience in
      the mining industry to the beginning of the section (it is now the second
      risk factor) and expanded on the risk.

13.   We have added a risk factor addressing the fact that we have not had our
      property examined in the field by a geologist or mining engineer.

14.   We have substantially revised our complete risk factor section per your
      comments.

RISKS ASSOCIATED WITH OUR COMPANY

BECAUSE WE HAVE NOT SURVEYED THE SOUTH WALLACE...

15.   We have included a copy of the Warranty Deed agreement between Robert
      Gelfand and Wallace Mountain that sets forth the agreement.

IF WE BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION OR OTHER...

16.   We have revised the risk factor to better describe how the regulations
      will affect our business.

17.   We have added a risk factor to address the demand for ore.

RISKS ASSOCIATED WITH THIS OFFERING...

YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY...

18.   We have expanded the discussion on the dilution of the shares.

OFFERING WILL BE SOLD BY OUR OFFICERS AND DIRECTORS

19.   We have revised the heading to "Officer and Director".

DEPOSIT OF OFFERING PROCEEDS

20.   We feel the use of an escrow agent is an expense the company can not bear
      at this time. We determined the use of the standard bank account was the
      most efficient use of our current limited funds. We have added a risk
      factor to address the risk to the purchasers of any shares in the
      offering.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

21.   This discussion is actually under the heading "Organization in the Last
      Five Years". We have modified the discussion to remove any wording that
      would infer we had a previous board of directors. Mr. Gelfand has been the
      sole officer and director since incorporation.

DESCRIPTION OF BUSINESS

22.   We have stated here and throughout the prospectus the current status of
      our operations and our proposed operations.

23.   We have added a discussion of managements estimates of quantities
      necessary to move forward, and a disclosure that "because we have not
      commenced our exploration program we cannot provide a more detailed
      discussion of our plans if we find a viable store of minerals on our
      property, as there is no guarantee that exploitable mineralization will be
      found, the quantity or type of minerals if they are found and the
      extraction process that will be required. We are also unable to assure you
      we will be able to raise the additional funds necessary to implement any
      future exploration or extraction program even if mineralization is found."

24.   We have revised the section to provide the disclosures required by
      Industry Guide 7(b) that were applicable to the company.

25.   Due to our EDGAR filing being in the EDGAR I format, which does not accept
      digital files, we have attached an unofficial pdf copy of the amendment to
      our SB-2 which includes the actual maps. We have also included the maps in
      the marked copies of the amendment we have forwarded to you via mail.

26.   We have  included our geology  report as Exhibit 99.3 to the  registration
      statement.

27.   We have revised the section to discuss the business without the use of
      jargon, we have also added definitions to the glossary.

GENERAL INFORMATION

28.   We have added a discussion of how the history of previous work on the
      property impacts our current plans to both this subsection and the History
      of Previous Work subsection.

DOMINION ZONE

29.   We have removed the reference to the samples returning values up to
      8.2oz/ton.

COMPETITION

30.   We have revised the competition section to better state our competitive
      position.

COMPLIANCE WITH GOVERNMENT REGULATION

31.   We have named the applicable government agencies.

32.   We have revised the discussion to include specific regulations, rules and
      directives and the costs and effects associated with such.

RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

33.   The geology report and history of the claims were included in the $8,000
      payment for the claims and not itemized as a separate cost.

PLAN OF OPERATION

34.   We have revised this section to comply with the requirements of Item 303
      of Regulation SB as described in SEC Release 33-8350.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

35.   We have added a discussion on the procedures and standards for becoming
      listed on the OTC Bulletin Board.

EXECUTIVE COMPENSATION

36.   We have stated that Mr. Gelfand made the determination on the transaction
      between he and the company and the basis used for the determination. We
      have removed the reference to "organization services, expenses,
      proprietary rights, a business plan" to reduce any chance of confusion, as
      those were not given any monetary value and the shares were issued for
      $5,000 in cash.

FINANCIAL STATEMENTS

GENERAL

37.   Note 4 of the financials have been revised per your comment and our
      telephone conference call with the auditor. We have also added the same
      disclosure to the Certain Relationships and Related Transactions section
      of the registration statement.

EXHIBITS

38.   We have filed the stock certificate that will be used by the transfer
      agent as Exhibit 4 to the registration statement.

EXHIBIT 23.2

39.   The consent has been corrected by the auditor.

Sincerely,


/s/ Robert Gelfand
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Robert Gelfand
President & Director