SB-1 1 formsb1.htm REGISTRATION STATEMENT Filed by Automated Filing Services Inc. (604) 609-0244 - Viking Gold Corp. - Form SB-1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SB-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

VIKING GOLD CORP.
(Name of small business issuer in its charter)

Nevada 1000 20-5229125
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)

Viking Gold Corporation
502 East John Street
Carson City, Nevada
89706
(Address of principal executive offices)

Aaron D. McGeary, 405 Airport Fwy, #5 Bedford, Texas 76021
(817) 282-5886 (phone)
(817)-282-5886 (fax)
(Name, address and telephone number of agent for service)

Copies of all communication to:
Viking Gold Corp.
502 East John Street
Carson City, Nevada
89706

Approximate date of proposed sale to the public: As soon as practicable after the effective date of the
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, please check the following box. [   ]


CALCULATION OF REGISTRATION FEE

Title of each class
of securities to be
registered

Dollar Amount to
be registered

Number of Shares
to be registered
Proposed
maximum offering
price per unit

Amount of
registration fee
Common stock $25,000 2,500,000 $0.01 $2.67

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.

Disclosure alternative used (check one): Alternative 1_____    Alternative 2       X     

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Subject to Completion, Dated August 15, 2006

PROSPECTUS

Viking Gold Corp.

2,500,000 Shares of Common Stock

The selling shareholder named in this prospectus is offering 2,500,000 shares of common stock of Viking Gold Corp at a fixed price of 0.01 per share. We will not receive any of the proceeds from the sale of these shares. The shares were acquired by the selling shareholder directly from us in a private offering of our common stock that was exempt from registration under the securities laws. The selling shareholder has set an offering price for these securities of $0.01 per share and an offering period of four months from the date of this prospectus. This is a fixed price for the duration of the offering. See “Security Ownership of Selling Shareholder and Management” for more information about the selling shareholder.

Our common stock is presently not traded on any market or securities exchange. The offering price may not reflect the market price of our shares after the offering.

_______________

This investment involves a high degree of risk. You should purchase shares only if you can afford a complete loss. See “Risk Factors” beginning on page 6.

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

_______________

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

Shares Offered by   Selling Agent Proceeds to Selling
Selling Shareholder Price To Public Commissions Shareholder
Per Share $0.01 Not applicable $0.01
Minimum Purchase Not applicable Not applicable Not applicable
Total Offering $25,000 Not applicable $25,000

Proceeds to the selling shareholder do not include offering costs, including filing fees, printing costs, legal fees, accounting fees, and transfer agent fees estimated at $10,000. Viking Gold Corp. will pay these expenses.

This Prospectus is dated August 15, 2006.

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TABLE OF CONTENTS

      Page
       
PART I 5
       
PROSPECTUS SUMMARY 5
       
  THE OFFERING 5
       
RISK FACTORS 6
       
  RISKS RELATED TO OUR COMPANY AND OUR INDUSTRY 6
  RISKS RELATED TO OUR FINANCIAL CONDITION AND BUSINESS MODEL 9
  RISKS RELATED TO THIS OFFERING AND OUR STOCK 10
       
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 12
       
DILUTION 12
       
PLAN OF DISTRIBUTION 13
       
USE OF PROCEEDS TO ISSUER 14
       
BUSINESS OF THE ISSUER 14
       
  GLOSSARY OF MINING TERMS 14
  GENERAL OVERVIEW 20
    Property Acquisitions Details 20
    Land Status, Topography, Location and Access 20
    Mining Claims 20
    Geology of the Mineral Claims 21
    Exploration History and Previous Operations 23
    Proposed Program of Exploration 24
    Cost Estimates of Exploration Programs 24
    Phase 1 24
  COMPLIANCE WITH GOVERNMENT REGULATION 24
  EMPLOYEES 25
       
MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 25
       
  PLAN OF OPERATIONS 25
  RESULTS OF OPERATIONS 25
  LIQUIDITY AND CAPITAL RESOURCES 26
       
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES 26
       
REMUNERATION OF DIRECTORS AND OFFICERS 27
       
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS 27
       
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS 29
       
SECURITIES BEING OFFERED 29
       
TRANSFER AGENT AND REGISTRAR 29
       
SEC POSITION ON INDEMNIFICATION 29
       
EXPERTS 30
       
AVAILABLE INFORMATION 30
       
REPORTS TO STOCKHOLDERS 30
       
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 31
       
NOTES TO FINANCIAL STATEMENTS 36

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PART II - INFORMATION NOT REQUIRED IN PROSPECTUS 42
   
ITEM 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. 42
   
ITEM 2. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. 42
   
ITEM 3. UNDERTAKINGS. 42
   
ITEM 4. UNREGISTERED SECURITIES ISSUED OR SOLD WITHIN ONE YEAR. 44
   
ITEM 5. INDEX TO EXHIBITS 44
   
ITEM 6. DESCRIPTION OF EXHIBITS. 44
   
SIGNATURES 45

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Part I

PROSPECTUS SUMMARY

Viking Gold Corp.

Viking Gold Corp. (“Viking Gold” or the “Company”) was organized under the laws of the State of Nevada on February 13, 2006 to explore mineral properties in North America.

Viking Gold was formed to engage in the exploration of mineral properties for gold, silver, copper and other metals. The Company has staked a prospect that contains 2 mineral claims near the eastern shoreline of Pitt Lake, approximately 40 km east of Vancouver, British Columbia. The mining claims show good potential for copper mineralization. We refer to these mining claims as the Viking Mine Property.

We are an exploration stage company and we have not realized any revenues to date. We do not have sufficient capital to enable us to commence and complete our exploration program. We will require financing to commence and complete our exploration program, which is described in the section entitled, "Business of the Issuer." Our auditors have issued a going concern opinion, raising substantial doubt about Viking Gold’s financial prospects and the Company’s ability to continue as a going concern.

We are not a "blank check company," as we do not intend to participate in a reverse acquisition or merger transaction. A "blank check company" is defined by securities laws as a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person.

Our offices are located at 502 East John Street Carson City, Nevada, 89706

The Offering

Securities offered

2,500,000 shares of common stock

 

Selling shareholder(s)

Andrew Ellott

 

Offering price

Fixed price of $0.01 per share

 

Shares outstanding prior to the offering

6,000,000 shares of common stock

 

Shares to be outstanding after the offering

6,000,000 shares of common stock

 

Use of proceeds

We will not receive any proceeds from the sale of the common stock by the selling shareholder.

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RISK FACTORS

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PRIVATE PLACEMENT MEMORANDUM, PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED HEREBY SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS IN EVALUATING THE COMPANY AND ITS BUSINESS.

IF ANY OF THE FOLLOWING RISKS OCCUR, OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION COULD BE SERIOUSLY HARMED. THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES WE FACE. ADDITIONAL RISKS AND UNCERTAINTIES, INCLUDING THOSE THAT WE DO NOT KNOW ABOUT OR THAT WE CURRENTLY DEEM IMMATERIAL, ALSO MAY ADVERSELY AFFECT OUR BUSINESS. THE TRADING PRICE OF OUR SHARES OF COMMON STOCK COULD DECLINE DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT.

THE SECURITIES WE ARE OFFERING THROUGH THIS REGISTRATION STATEMENT ARE SPECULATIVE BY NATURE AND INVOLVE AN EXTREMELY HIGH DEGREE OF RISK AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. WE ALSO CAUTION PROSPECTIVE INVESTORS THAT THE FOLLOWING RISK FACTORS, AMONG OTHERS, COULD CAUSE OUR ACTUAL FUTURE OPERATING RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN ANY FORWARD LOOKING STATEMENTS, ORAL OR WRITTEN, MADE BY OR ON BEHALF OF US. IN ASSESSING THESE RISKS, WE SUGGEST THAT YOU ALSO REFER TO OTHER INFORMATION CONTAINED IN THIS REGISTRATION STATEMENT, INCLUDING OUR FINANCIAL STATEMENTS AND RELATED NOTES.

Risks related to our company and our industry

THE COMPANY HAS NEVER EARNED A PROFIT. THERE IS NO GUARANTEE THAT WE WILL EVER EARN A PROFIT.

From inception to February 13, 2006 to the period ended July 31, 2006 the Company has not generated any revenue. The Company does not currently have any revenue producing operations. The Company is not currently operating profitably, and it should be anticipated that it will operate at a loss at least until such time when the production stage is achieved, if production is, in fact, ever achieved.

OUR COMPANY WAS RECENTLY FORMED, AND WE HAVE NOT PROVEN THAT WE CAN GENERATE A PROFIT. IF WE FAIL TO GENERATE INCOME AND ACHIEVE PROFITABILITY, AN INVESTMENT IN OUR SECURITIES MAY BE WORTHLESS.

We have no operating history and have not proved we can operate successfully. We face all of the risks inherent in a new business. If we fail, your investment in our common stock will become worthless. From inception to February 13, 2006 to the end of the period ended July 31, 2006, we incurred a net loss of $15,855 and did not earn any revenue. The Company does not currently have any revenue producing operations. The purchase of the securities offered hereby must therefore be regarded as the placing of funds at a high risk in a new or "start-up" venture with all the unforeseen costs, expenses, problems, and difficulties to which such ventures are subject.

WE HAVE NO OPERATING HISTORY. THERE CAN BE NO ASSURANCE THAT WE WILL BE SUCCESSFUL IN OUR EXPLORATION ACTIVITIES.

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The Company has no history of operations. As a result of our brief operating history and limited exploration activity, there can be no assurance that we will be successful exploring for copper and other minerals. Our success to date in entering into ventures to acquire interests in exploration blocks is not indicative that we will be successful in entering into any further ventures. Any future significant growth in our mineral exploration activities will place additional demands on our executive officer, and any increased scope of our operations will present challenges due to our current limited management resources. Our future performance will depend upon our management and their ability to locate and negotiate additional exploration opportunities in which we can participate in joint venture and other arrangements whereby we can participate in exploration opportunities. There can be no assurance that we will be successful in these efforts. Our inability to locate additional opportunities, to hire additional management and other personnel, or to enhance our management systems, could have a material adverse effect on our results of operations. There can be no assurance that the Company's operations will be profitable.

THERE IS A HIGHER RISK OUR BUSINESS WILL FAIL BECAUSE OUR SOLE OFFICER AND DIRECTOR DOES NOT HAVE FORMAL TRAINING SPECIFIC TO THE TECHNICALITIES OF MINERAL EXPLORATION.

Mr. Andrew Ellott, our President and sole Director of the Company, does not have formal training as a geologist or in the technical aspects of management of a mineral exploration company. He lacks technical training and experience with exploring for, starting, and operating a mine. With no direct training or experience in these areas, he may not be fully aware of the specific requirements related to working within 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 could suffer irreparable harm due to management's lack of experience in this industry.

WE ARE SOLELY GOVERNED BY MR. ANDREW ELLOTT, OUR SOLE OFFICER AND DIRECTOR, AND, AS SUCH, THERE MAY BE SIGNIFICANT RISK TO THE COMPANY FROM A CORPORATE GOVERNANCE PERSPECTIVE.

Our sole Executive Officer and Director makes decisions such as the approval of related party transactions, the compensation of Executive Officers, and the oversight of the accounting function. Accordingly, there will be no segregation of executive duties and there may not be effective disclosure and accounting controls to comply with applicable laws and regulations, which could result in fines, penalties and assessments against us. Accordingly, the inherent controls that arise from the segregation of executive duties may not prevail. In addition, Mr. Andrew Ellott will exercise full control over all matters that typically require the approval of a Board of Directors. Mr. Ellott’s actions are not subject to the review and approval of a Board of Directors and, as such, there may be significant risk to the Company from the corporate governance perspective.

Mr. Andrew Ellott, our sole Executive Officer and Director exercises control over all matters requiring shareholder approval including the election of directors and the approval of significant corporate transactions. We have not voluntarily implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections against the transactions implemented by Mr. Ellott, conflicts of interest and similar matters.

We have not adopted corporate governance measures such as an audit or other independent committees as we presently only have one independent director. Shareholders should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

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MR. ANDREW ELLOTT, OUR ONLY OFFICER AND DIRECTOR, HAS NO EXPERIENCE RELATED TO MINERAL EXPLORATION. AS SUCH, THE COMPANY MAY LACK THE ABILITY TO SUCCESSFULLY IMPLEMENT ITS BUSINESS OBJECTIVES.

Mr. Andrew Ellott, our sole Executive Officer and Director, has no career experience related to mining and mineral exploration. Accordingly, Mr. Ellott may be unable to successfully operate and develop our business. We cannot guarantee that we will overcome this obstacle. There may be additional risk to the Company in that Mr. Ellott may lack the ability to successfully implement growth plans given that the absence of an executive management team, and that all plans rely exclusively on the ability and management of our Executive Officer and Director, Mr. Ellott.

SINCE MR.ANDREW ELLOTT, OUR SOLE EXECUTIVE OFFICER AND DIRECTOR, IS NOT A RESIDENT OF THE UNITED STATES, IT MAY BE DIFFICULT TO ENFORCE ANY LIABILITIES AGAINST HIM.

Shareholders may have difficulty enforcing any claims against the Company because Mr. Andrew Ellott our sole Executive Officer and Director resides outside the United States. If a shareholder desired to sue, shareholders would have to serve a summons and complaint. Even if personal service is accomplished and a judgment is entered against that person, the shareholder would then have to locate assets of that person, and register the judgment in the foreign jurisdiction where the assets are located.

BECAUSE OUR SOLE EXECUTIVE OFFICER HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, WHICH MAY CAUSE OUR BUSINESS TO FAIL.

It is possible that the demands on Mr. Andrew Ellott, our sole Executive Officer and Director, from other obligations could increase with the result that he would no longer be able to devote sufficient time to the management of our business. In addition, Mr. Ellott may not possess sufficient time to manage our business if the demands of managing our business increased substantially.

THE IMPRECISION OF MINERAL DEPOSIT ESTIMATES MAY PROVE ANY RESOURCE CALCULATIONS THAT WE MAKE TO BE UNRELIABLE.

Mineral deposit estimates and related databases are expressions of judgment based on knowledge, mining experience, and analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. By their nature, mineral deposit estimates are imprecise and depend upon statistical inferences, which may ultimately prove unreliable. Mineral deposit estimates included here, if any, have not been adjusted in consideration of these risks and, therefore, no assurances can be given that any mineral deposit estimate will ultimately be reclassified as reserves. If the Company's exploration program locates a mineral deposit, there can be no assurances that any of such deposits will ever be classified as reserves.

WE ARE SENSITIVE TO FLUCTUATIONS IN THE PRICE OF COPPER, WHICH ARE BEYOND OUR CONTROL. THE PRICE OF COPPER AND OTHER MINERALS IS VOLATILE AND PRICE CHANGES ARE BEYOND OUR CONTROL.

Copper prices fluctuate. The prices for Copper have been and will continue to be affected by numerous factors beyond the Company's control. Factors that affect the price of copper include the demand from consumers for products that use copper, economic conditions, over supply from secondary sources and costs of production. Price volatility and downward price pressure, which can lead to lower prices, could have a material adverse effect on the costs or the viability of our projects.

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MINERAL EXPLORATION AND PROSPECTING IS HIGHLY COMPETITIVE AND SPECULATIVE BUSINESS AND WE MAY NOT BE SUCCESSFUL IN SEEKING AVAILABLE OPPORTUNITIES.

The process of mineral exploration and prospecting is a highly competitive and speculative business. In seeking available opportunities, the Company will compete with a number of other companies, including established, multi-national companies that have more experience and resources than the Company. We compete with other exploration companies looking for copper and other mineral deposits. Because we may not have the financial and managerial resources to compete with other companies, we may not be successful in our efforts to acquire projects of value, which, ultimately, become productive. However, while we compete with other exploration companies, there is no competition for the exploration or removal of mineral from our claims.

COMPLIANCE WITH ENVIRONMENTAL CONSIDERATIONS AND PERMITTING COULD HAVE A MATERIAL ADVERSE EFFECT ON THE COSTS OR THE VIABILITY OF OUR PROJECTS. THE HISTORICAL TREND TOWARD STRICTER ENVIRONMENTAL REGULATION MAY CONTINUE, AND, AS SUCH, REPRESENTS AN UNKNOWN FACTOR IN OUR PLANNING PROCESSES.

All mining is regulated by the government agencies at the Federal and Provincial levels in Canada. Compliance with such regulation has a material effect on the economics of our operations and the timing of project development. Our primary regulatory costs have been related to obtaining licenses and permits from government agencies before the commencement of mining activities. An environmental impact study that must be obtained on each property in order to obtain governmental approval to mine on the properties is also a part of the overall operating costs of a mining company.

The possibility of more stringent regulations exists in the areas of worker health and safety, the dispositions of wastes, the decommissioning and reclamation of mining and milling sites and other environmental matters, each of which could have an adverse material effect on the costs or the viability of a particular project.

MINING AND EXPLORATION ACTIVITIES ARE SUBJECT TO EXTENSIVE REGULATION BY FEDERAL AND PROVINCIAL GOVERNMENTS. FUTURE CHANGES IN GOVERNMENTS, REGULATIONS AND POLICIES, COULD ADVERSELY AFFECT THE COMPANY'S RESULTS OF OPERATIONS FOR A PARTICULAR PERIOD AND ITS LONG-TERM BUSINESS PROSPECTS.

Mining and exploration activities are subject to extensive regulation by state and federal governments. Such regulation relates to production, development, exploration, exports, taxes and royalties, labor standards, occupational health, waste disposal, protection and remediation of the environment, mine and mill reclamation, mine and mill safety, toxic substances and other matters. Compliance with such laws and regulations has increased the costs of exploring, drilling, developing, constructing, operating mines and other facilities. Furthermore, future changes in governments, regulations and policies, could adversely affect the Company's results of operations in a particular period and its long-term business prospects.

The development of mines and related facilities is contingent upon governmental approvals, which are complex and time consuming to obtain and which, depending upon the location of the project, involve various governmental agencies. The duration and success of such approvals are subject to many variables outside that are outside of the Company’s control.

Risks Related To Our Financial Condition And Business Model

THE COMPANY HAS NOT PAID ANY CASH DIVIDENDS ON ITS SHARES OF COMMON STOCK AND DOES NOT ANTICIPATE PAYING ANY SUCH DIVIDENDS IN THE FORESEEABLE FUTURE.

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Payment of future dividends, if any, will depend on earnings and capital requirements of the Company, the Company’s debt facilities and other factors considered appropriate by the Company’s Board of Directors. To date, the Company has not paid any cash dividends on its shares of Common Stock and does not anticipate paying any such dividends in the foreseeable future.

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

We will need to obtain additional financing in order to complete our business plan. We currently do not have any operations and we have no income. We do not have any arrangements for financing and we may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor acceptance of mineral claims and investor sentiment. These factors may adversely affect the timing, amount, terms, or conditions of any financing that we may obtain or make any additional financing unavailable to us.

IF WE DO NOT CONDUCT MINERAL EXPLORATION ON OUR MINERAL CLAIMS AND KEEP THE CLAIMS IN GOOD STANDING, THEN OUR RIGHT TO THE MINERAL CLAIMS WILL LAPSE AND WE WILL LOSE EVERYTHING THAT WE HAVE INVESTED AND EXPENDED TOWARDS THESE CLAIMS.

We must complete mineral exploration work on our mineral claims and keep the claims in good standing. If we do not fulfill our work commitment requirements on our claims or keep the claims in good standing, then our right to the claims will lapse and we will lose all interest that we have in these mineral claims.

BECAUSE OF OUR LIMITED RESOURCES AND THE SPECULATIVE NATURE OF OUR BUSINESS, THERE IS A SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN.

The report of our independent auditors, on our audited financial statements for the period ended July 31, 2006, indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Our continued operations are dependent on our ability to obtain financing and upon our ability to achieve future profitable operations from the development of our mineral properties. If we are not able to continue as a going concern, it is likely investors will lose their investment.

Risks Related To This Offering and Our Stock

WE WILL NEED TO RAISE ADDITIONAL CAPITAL, IN ADDITION TO THE FINANCING AS REPORTED IN THIS REGISTRATION STATEMENT. IN SO DOING, WE WILL FURTHER DILUTE THE TOTAL NUMBER OF SHARES ISSUED AND OUTSTANDING. THERE CAN BE NO ASSURANCE THAT THIS ADDITIONAL CAPITAL WILL BE AVAILABLE OR ACCESSIBLE BY US.

Viking Gold will need to raise additional capital, in addition to the financing as reported in this registration statement, by issuing additional shares of common stock and will, thereby, increase the number of common shares outstanding. There can be no assurance that this additional capital will be available to meet these continuing exploration and development costs or, if the capital is available, that it will be available on terms acceptable to the Company. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success of the Company will almost certainly be adversely affected. If we are able to raise additional capital, we cannot be assured that it will be on terms that enhance the value of our common shares.

IF WE COMPLETE A FINANCING THROUGH THE SALE OF ADDITIONAL SHARES OF OUR COMMON STOCK IN THE FUTURE, THEN SHAREHOLDERS WILL EXPERIENCE DILUTION.

The most likely source of future financing presently available to us is through the sale of shares of our common stock. Any sale of common stock will result in dilution of equity ownership to existing

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shareholders. This means that if we sell shares of our common stock, more shares will be outstanding and each existing shareholder will own a smaller percentage of the shares then outstanding. To raise additional capital we may have to issue additional shares, which may substantially dilute the interests of existing shareholders. Alternatively, we may have to borrow large sums, and assume debt obligations that require us to make substantial interest and capital payments.

THERE IS NO MARKET FOR OUR COMMON STOCK, WHICH LIMITS OUR SHAREHOLDERS' ABILITY TO RESELL THEIR SHARES OR PLEDGE THEM AS COLLATERAL.

There is currently no public market for our shares, and we cannot assure you that a market for our stock will develop. Consequently, investors may not be able to use their shares for collateral or loans and may not be able to liquidate at a suitable price in the event of an emergency. In addition, investors may not be able to resell their shares at or above the price they paid for them or may not be able to sell their shares at all.

FUTURE SALES OF COMMON SHARES COULD NEGATIVELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.

Sales of substantial amounts of Common Stock in the public market could adversely affect the market price of our Common Stock. There are at present 6,000,000 shares of Common Stock issued and outstanding.

OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S PENNY STOCK REGULATIONS AND THE NASD'S SALES PRACTICE REQUIREMENTS, WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

The Company’s common shares may be deemed to be “penny stock” as that term is defined in Regulation Section “240.3a51 -1” of the Securities and Exchange Commission (the “SEC”). Penny stocks are stocks: (a) with a price of less than U.S. $5.00 per share; (b) that are not traded on a “recognized” national exchange; (c) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ -where listed stocks must still meet requirement (a) above); or (d) in issuers with net tangible assets of less than U.S. $2,000,000 (if the issuer has been in continuous operation for at least three years) or U.S. $5,000,000 (if in continuous operation for less than three years), or with average revenues of less than U.S. $6,000,000 for the last three years.

Section “15(g)” of the United States Securities Exchange Act of 1934, as amended, and Regulation Section “240.15g(c)2” of the SEC require broker dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor’s account. Potential investors in the Company’s common shares are urged to obtain and read such disclosure carefully before purchasing any common shares that are deemed to be “penny stock”.

Moreover, Regulation Section “240.15g -9” of the SEC requires broker dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker dealer to: (a) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (b) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (c) provide the investor with a written statement setting forth the basis on which the broker dealer made the determination in (ii) above; and (d) receive a signed and dated copy of such statement from the investor confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for investors in the Company’s common shares to resell their common shares to third parties or to otherwise dispose of them. Stockholders should be aware that, according to Securities and Exchange Commission Release No.

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34-29093, dated April 17, 1991, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

(i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer

(ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases

(iii) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons

(iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers

(v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses

Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains "forward-looking statements" that involve risks and uncertainties. We use words such as "anticipate", "expect", "intend", "plan", "believe", "seek" and "estimate", and variations of these words and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the preceding "Risk Factors" section and elsewhere in this prospectus. These forward-looking statements address, among others, such issues as:

  • future earnings and cash flow
  • development projects
  • business strategy
  • expansion and growth of our business and operations
  • our estimated financial information

These statements are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual results and developments will meet our expectations and predictions depend on a number of risks and uncertainties, which could cause our actual results, performance and financial condition to differ materially from our expectation.

DILUTION

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

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PLAN OF DISTRIBUTION

The selling shareholder or their donees, pledges, transferees or other successors-in-interest selling shares received after the date of this prospectus from a selling shareholder as a gift, pledge, distribution or otherwise, may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed prices, at prevailing market prices, at prices related to prevailing market prices, at varying prices or negotiated prices. The selling shareholder may use any one or more of the following methods when selling shares:

  • ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
  • block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
  • purchases by a broker-dealer as principal and resale by the broker-dealer for its own account;
  • an exchange distribution following the rules of the applicable exchange;
  • privately negotiated transactions;
  • short sales that are not violations of the laws and regulations of any state of the United States;
  • through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
  • broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share; and
  • a combination of any such methods of sale or any other lawful method.

The selling shareholder may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling shareholder to include the pledgee, transferee or other successors-in-interest as selling shareholder under this prospectus. The selling shareholder also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors-in-interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of our common stock or interests therein, the selling shareholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling shareholder also may sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling shareholder also may enter into option or other transactions with broker-dealers or other financial institutions for the creation of one or more derivative securities which require the delivery to the broker-dealer or other financial institution of shares offered by this prospectus, which shares the broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect the transaction).

The aggregate proceeds to the selling shareholder from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. A selling shareholder reserves the right to accept and, together with its agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

The selling shareholder and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be "underwriters" within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares

13


may be underwriting discounts and commissions under the Securities Act. A selling shareholder that is an "underwriter" within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

To the extent required, the shares of our common stock to be sold, the names of the selling shareholder, the respective purchase prices and public offering prices, the names of any agents, dealers or underwriters, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

Sales Pursuant to Rule 144

Any shares of common stock covered by this prospectus, which qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this prospectus.

Regulation M

We plan to advise the selling shareholder that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling security holders and their affiliates. Regulation M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for, or purchasing for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Accordingly, the selling shareholder is not permitted to cover short sales by purchasing shares while the distribution it taking place. Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security. In addition, we will make copies of this prospectus available to the selling security holder for the purpose of satisfying the prospectus delivery requirements of the Securities Act.

State Securities Laws

Under the securities laws of some states, the shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the common shares may not be sold unless the shares have been registered or qualified for sale in the state or an exemption from registration or qualification is available and is complied with.

Expenses of Registration

We are bearing substantially all costs relating to the registration of the shares of common stock offered hereby. These expenses are estimated to be $10,000.00, including, but not limited to, legal, accounting, printing and mailing fees. The selling shareholder, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of such shares common stock.

USE OF PROCEEDS TO ISSUER

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

BUSINESS OF THE ISSUER

Glossary of Mining Terms

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Archean

Of or belonging to the earlier of the two divisions of Precambrian time, from approximately 3.8 to 2.5 billion years ago, marked by an atmosphere with little free oxygen, the formation of the first rocks and oceans, and the development of unicellular life. Of or relating to the oldest known rocks, those of the Precambrian Eon, that are predominantly igneous in composition.

 

Assaying

Laboratory examination that determines the content or proportion of a specific metal (ie: gold) contained within a sample. Technique usually involves firing/smelting.

 

Conglomerate

A coarse-grained clastic sedimentary rock, composed of rounded to subangular fragments larger than 2 mm in diameter (granules, pebbles, cobbles, boulders) set in a fine-grained matrix of sand or silt, and commonly cemented by calcium carbonate, iron oxide, silica, or hardened clay; the consolidated equivalent of gravel. The rock or mineral fragments may be of varied composition and range widely in size, and are usually rounded and smoothed from transportation by water or from wave action.

 

Cratons

Parts of the Earth's crust that have attained stability, and have been little deformed for a prolonged period.

 

Development
Stage

A “development stage” project is one which is undergoing preparation of an established commercially mineable deposit for its extraction but which is not yet in production. This stage occurs after completion of a feasibility study.

 

Dolomite Beds

Dolomite beds are associated and interbedded with limestone, commonly representing postdepositional replacement of limestone.

 

Doré

Unrefined gold bullion bars containing various impurities such as silver, copper and mercury, which will be further refined to near pure gold.

 

Dyke or Dike

A tabular igneous intrusion that cuts across the bedding or foliation of the country rock.

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Exploration Stage

An “exploration stage” prospect is one which is not in either the development or production stage.

 

Fault

A break in the continuity of a body of rock. It is accompanied by a movement on one side of the break or the other so that what were once parts of one continuous rock stratum or vein are now separated. The amount of displacement of the parts may range from a few inches to thousands of feet.

 

Feldspathic

Said of a rock or other mineral aggregate containing feldspar.

 

Fold

A curve or bend of a planar structure such as rock strata, bedding planes, foliation, or cleavage

 

Foliation

A general term for a planar arrangement of textural or structural features in any type of rock; esp., the planar structure that results from flattening of the constituent grains of a metamorphic rock.

 

Formation

A distinct layer of sedimentary rock of similar composition.

 

Gabbro

A group of dark-colored, basic intrusive igneous rocks composed principally of basic plagioclase (commonly labradorite or bytownite) and clinopyroxene (augite), with or without olivine and orthopyroxene; also, any member of that group. It is the approximate intrusive equivalent of basalt. Apatite and magnetite or ilmenite are common accessory minerals.

 

Geochemistry

The study of the distribution and amounts of the chemical elements in minerals, ores, rocks, solids, water, and the atmosphere.

 

Geophysicist

One who studies the earth; in particular the physics of the solid earth, the atmosphere and the earth’s magnetosphere.

 

Geotechnical

The study of ground stability.

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Gneiss

A foliated rock formed by regional metamorphism, in which bands or lens-shaped strata or bodies of rock of granular minerals alternate with bands or lens-shaped strata or bodies or rock in which minerals having flaky or elongate prismatic habits predominate.

 

Granitic

Pertaining to or composed of granite.

 

Heap Leach

A mineral processing method involving the crushing and stacking of an ore on an impermeable liner upon which solutions are sprayed that dissolve metals such as gold and copper; the solutions containing the metals are then collected and treated to recover the metals.

 

Intrusions

Masses of igneous rock that, while molten, were forced into or between other rocks.

 

Kimberlite

A blue/gray igneous rock that contains olivine, serpentine, calcite and silica and is the principal original environment of diamonds.

 

Lamproite

Dark-colored igneous rocks rich in potassium and magnesium.

 

Lithospere

The solid outer portion of the Earth.

 

Mantle

The zone of the Earth below the crust and above the core.

 

Mapped or
Geological

The recording of geologic information such as the distribution and nature of rock

 

Mapping

Units and the occurrence of structural features, mineral deposits, and fossil localities.

 

Metavolcanic

Said of partly metamorphosed volcanic rock.

 

Migmatite

A composite rock composed of igneous or igneous-appearing and/or metamorphic materials that are generally distinguishable megascopically.

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Mineral

A naturally formed chemical element or compound having a definite chemical composition and, usually, a characteristic crystal form.

 

Mineralization

A natural occurrence in rocks or soil of one or more metal yielding minerals.

 

Mineralized
Material

The term “mineralized material” refers to material that is not included in the reserve as it does not meet all of the criteria for adequate demonstration for economic or legal extraction.

 

Mining

Mining is the process of extraction and beneficiation of mineral reserves to produce a marketable metal or mineral product. Exploration continues during the mining process and, in many cases, mineral reserves are expanded during the life of the mine operations as the exploration potential of the deposit is realized.

 

Outcrop

That part of a geologic formation or structure that appears at the surface of the earth.

 

Pipes

Vertical conduits.

 

Plagioclase

Any of a group of feldspars containing a mixture of sodium and calcium feldspars, distinguished by their extinction angles.

 

Probable Reserve

The term “probable reserve” refers to reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.

 

Production Stage

A “production stage” project is actively engaged in the process of extraction and beneficiation of mineral reserves to produce a marketable metal or mineral product.

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Proterozoic

Of or relating to the later of the two divisions of Precambrian time, from approximately 2.5 billion to 570 million years ago, marked by the buildup of oxygen and the appearance of the first multicellular eukaryotic life forms.

 

Reserve

The term “reserve” refers to that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Reserves must be supported by a feasibility study done to bankable standards that demonstrates the economic extraction. (“Bankable standards” implies that the confidence attached to the costs and achievements developed in the study is sufficient for the project to be eligible for external debt financing.) A reserve includes adjustments to the in-situ tonnes and grade to include diluting materials and allowances for losses that might occur when the material is mined.

 

Sedimentary

Formed by the deposition of sediment.

 

Shear

A form of strain resulting from stresses that cause or tend to cause contiguous parts of a body of rock to slide relatively to each other in a direction parallel to their plane of contact.

 

Sill

A concordant sheet of igneous rock lying nearly horizontal. A sill may become a dike or vice versa.

 

Strike

The direction or trend that a structural surface, e.g. a bedding or fault plane, takes as it intersects the horizontal.

 

Strip

To remove overburden in order to expose ore.

 

Till

Generally unconsolidated matter, deposited directly by and underneath a glacier without subsequent reworking by meltwater, and consisting of a mixture of clay, silt, sand, gravel, and boulders ranging widely in size and shape.

 

Unconformably

Not succeeding the underlying rocks in immediate order of age or not fitting together with them as parts of a continuous whole.

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Vein

A thin, sheet like crosscutting body of hydrothermal mineralization, principally quartz.

 

Wall Rock

The rock adjacent to a vein.

General Overview

Viking Gold was formed to engage in the exploration of mineral properties for gold, silver, copper and other metals. The Company has staked a prospect that contains 2 mineral claims near the eastern shoreline of Pitt Lake, approximately 40 km east of Vancouver, BC. The mining claims show good potential for copper mineralization. We refer to these mining claims as the Viking Mine Property.

We are an exploration company and we cannot provide assurance to investors that our mineral claims contain a commercially exploitable mineral deposit, or reserve, until appropriate exploratory work is done and an economic evaluation based on such work concludes economic feasibility.

Property Acquisitions Details

On March 07, 2006 Viking Gold purchased the Viking Mine Property for USD $15,000.

Land Status, Topography, Location and Access

The Viking Mine Property is located near the eastern shoreline of Pitt Lake, approximately 40 km east of Vancouver, BC. Access is gained via small boat from the Grant Narrows boat launch at the outlet of the lake, crossing the lake 3 km east to the shoreline below the mine, then 1.5 km by old cart-road and trail to the mine workings at 240 m elevation. Gated access to a private wharf used by the Jones Bros. Logging Company approaches 2.5 km closer to the property, to within 500 metres of the property boundary and 1 km from the old cart-road. An unused but serviceable BC Forest Service campsite area is located near the mouth of Stephenson Creek at the start of the cart-road.

Topography in the vicinity of the Viking Mine is best described as a series of small cliffs and large flat benches, the flats are suitable for any size of building construction. The climate is typical lowland West Coast, mild with significant rainfall and short periods of snowfall in the winter. Mature second-growth forest of fir, cedar and hemlock has created a dense canopy with scrubby underbrush. Blacktail deer, black bear, rare cougar, and a variety of small animals inhabit the area; fish are seasonably abundant in the Pitt Lake.

Mining Claims

The Viking Mine Property comprises 2 mineral claims containing 5 cell claim units totaling 105.207 hectares,

BC Tenure # Work Due Date Units Total Area (Hectares)
515547 June 28, 2007 4 84.166
515548 June 29, 2006 1 21.041
      105.207

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VIKING MINE PROPERTY MAP

The Viking Mine Property is underlain by metamorphic rocks of the pre-Jurassic Twin Island Group intruded by Jurassic-Tertiary granitic rocks. The Twin Island Group comprises numerous isolated bodies (roof pendants), rarely more than 16 km in length, of medium to high-grade metamorphic rocks engulfed in large areas of granitic rock. The metamorphic rocks include hornblende-granulite, amphibolite, gneiss, schist, conglomerate, quartzite, meta-arkose, lime-silicate rock and migmatite. In the Viking Mine area, bedding appears to have a general northward strike trend with steep easterly or vertical dips.

Granitic rocks include gabbro, diorite, quartz diorite, granodiorite and granite. The more basic granitic rocks can easily be confused with hornblende-granulite and amphibolite on an outcrop scale. Contacts between the metamorphic and granitic rocks are not well defined with gneiss, granulite and diorite forming complex migmatite zones.

Geology of the Mineral Claims

The Viking Mine Property occurs within a body of Twin Island Group rock approximately 3 km long and 2.5 km wide, surrounded by quartz diorite and diorite. At the mine, the vein systems are partially hosted by quartzite with the remainder in quartz diorite, diorite or the metamorphic equivalents. Although several quartz vein systems are present on the property, only two have been developed to any extent, the #1 or north vein and the #2 or south vein. The veins strike nearly east-west on the surface of the mine, slowly turning northwards towards the eastern end. The dip of the veins is generally steep to the southeast, but flatter dips are known underground. Although not well exposed at present, property reports indicate the veins can be followed for about 500 metres on the surface. Vein widths generally vary from 1 to 3 metres (3 to 10 feet), but widen to 30 metres (100 feet) in a sub-level drift underground on the #1 vein.

No known plans of the underground workings exist, but they can be roughly reconstructed from written descriptions. A lower level drift adit on the #1 vein has been driven eastward from the base of a bluff along the strike of the vein for 550 feet to the face, which gently curves northward until it runs nearly perpendicular to the initial strike. Three short crosscuts have been made; at a point 340 feet into the drift a crosscut was made south to the #2 vein and 200 feet of drifting has been done on it. At a point 270 feet into the drift, a raise has been made to connect with a shaft from the surface, a total distance of 180 feet.

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Two short sub-level drifts have been driven from the shaft at the 45 foot and 90 foot levels below the surface. Small stopes have been opened on these sub-levels, and at two places in the main drift.

A short distance southwest of the shaft opening, a second outcropping quartz vein about one metre in width, the #2 vein, has been developed by a 50 foot drift adit and a 38 foot shaft at the face. A small amount of stoping has been done near the internal shaft. The total amount of drifting and shaft work on both veins is said to be about 1000 feet. Present condition of the workings on the #1 vein underground are unknown.

The veins often show a small gouge seam along the edges and contain brecciated wallrock fragments, indicating they form within faults or shear zones. The bulk of the gangue is milky white quartz, calcite and some kaolin. Mineralogy of the veins is dominantly chalcopyrite and pyrite with lesser amounts of pyrrhotite, covellite and sphalerite. Malachite, azurite and limonite form on the exposed surfaces. 900 assay samples were taken from the workings in 1927 but no average width or location was given. The samples averaged 3.9% copper, 146 g/tonne silver and 2 g/tonne gold. A resource of 16,000 tons (non 43-101) is said to be present.


VIKING MINE REGIONAL GEOLOGY MAP

Legend (from GSC Map 1153A, Memoir 335)

11 Recent: alluvial, marine and glacial deposits
 

 

h, b

Jurassic-Tertiary: quartz diorite, diorite

 

 

1

Pre-Jurassic Twin Island Group: hornblende-granulite, amphibolite, gneiss, schist, conglomerate, quartzite, meta-arkose, lime-silicate rock; migmatite

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Exploration History and Previous Operations

The earliest mention of the Viking Mine area was noted in the BC Department of Mines Annual Report for 1897, when a large number of claims were staked on Pitt Lake. Considerable development work had been done on three claims, the “Cromwell”, “Champion” and “Rocket”, presently covered by the Viking Mine Property. Two tunnels, 60 feet and 100 feet in length were driven on a quartz vein system carrying values in copper, gold and silver. Two veins had been exposed for 1500 feet in length, from 4 to 10 feet in width. Mined material produced up to $500 per ton. Three tons containing 8 ounces of gold were shipped to a smelter in Swansea, Wales.

The Dominion Mining Company bonded four claims (now including the “OK” claim) in 1898 and continued to develop the mine. Underground work now totaled 450 feet of tunneling and 165 of shaft work. Ore bin samples assayed from 3% to 21% in copper, with gold and silver credits of $3 to $5 per ton (@$20/oz gold). The following year, additional work brought the total underground workings to 600 feet of tunneling and 185 feet of shaft. About 1500 tons of ore were stockpiled on the dump. The claims were returned to the owners in 1900. The property was geologically examined and reported on by staff of the BC Mines Branch the same year. The nature of the vein systems and a description of the workings were published, concluding the property was a viable mine and was well situated for development.

Mine development slowed due to a shortage of working capital, until the demands for metal during the First World War again sparked interest, now under the name of the Viking Mining Company. Camp buildings to accommodate the crew were erected near the mine, and an aerial tramway to the shoreline of Pitt Lake was built, a distance of about one-half mile. Several ore shipments were made to the smelter at Tacoma, Washington, including; June 1914, 2 tons giving 11.39% copper and 5.46 oz/t silver; July 1914, 10 tons giving 10.27% copper and 4.76 oz/t silver; August 1914, 9 tons giving 9.62% copper and 4.38 oz/t silver; 1916, 162 tons giving 4.1% copper, 2.5 oz/t silver and 0.02 oz/t gold.

The Viking Mine again suffered from a lack of capital funds post-war, and was not resurrected until 1923, under the banner of the Pitt Mining Company. The BC Annual Report for 1924 reveals the state of the mine at that point, including the blocking out approximately 16,000 tons of ore (this stated historical resource does not comply with 43-101 standards). Additional resources were deemed probable by BC Government Mining Engineer W.M. Brewer, and again the conclusion was that a viable mine existed on the Viking Property. Chalcopyrite, pyrite, pyrrhotite, sphalerite and covellite were noted in the veins, within a gangue of quartz, calcite and brecciated wallrock fragments.

Lack of funds again crippled development until 1927, when the foundations for a 50 ton-per-day mill were poured and additional assay samples were taken from underground. The average of 900 samples taken underground by the Pitt Mining Company were; 3.9% copper, silver $2.40 per ton, and gold, $1.20 per ton (@$20.00 per oz). No average widths were given for the sample intervals. A sub-level drift 90 feet above the lower level showed that the ore vein system widened to 100 feet at that point. In 1928, several mine buildings were constructed, and the discovery of a new ore-body was announced.

By 1929, the mine had been equipped with a full complement of mining machinery, mine buildings, an aerial tramway, ore bunkers, a hydro power plant, and a good cart-road to the minesite from the shore of Pitt Lake. The concentrating mill from the Iron Mask mine was installed in 1929, but the company’s poor financial position due to the Great Depression prevented start-up of the mine in 1930.

No significant additional work was recorded until 1988, when Anglo-Quest Resources did geophysical surveys of the mine area. It was concluded that the IP/Resistivity surveys outlined the known vein systems effectively and also indicated other priority targets. Rehabilitation and sampling of the underground workings was recommended, followed by comprehensive diamond drilling along the main vein system.

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Proposed Program of Exploration

There is good potential for defining a significant deposit of copper-silver-gold mineralization on the Viking Mine Property. A property-wide exploration program should include:

  • Construction of a picketed control grid with grid lines spaced 50m apart and map-sample stations every 25m apart.
  • Geological mapping and sampling of all known past production, prospect and showing areas.
  • A soil and silt geochemical sampling program over the grid.
  • IP/Resistivity geophysics and magnetometer survey over the grid.
  • Anomalous results will be used to guide both a machine trenching program and a diamond-drilling program to define resources.
  • Underground rehabilitation, geological mapping and sampling.

Cost Estimates of Exploration Programs

The anticipated costs of this development are presented in three results-contingent stages.

Phase 1      
       
Reconnaissance geological mapping, prospecting and rock sampling. $ 25,000.00  
       
Phase 2      
       
Detailed geological mapping and rock sampling, grid construction, soil and silt geochemical survey, IP/Resistivity and mag surveys, establish drill and trenching targets. $ 100,000.00  
       
Phase 3      
       
1000 metres of diamond drilling including geological supervision, assays, report and other ancillary costs. $ 175,000.00  
       
Total $ 300,000.00  

Underground rehabilitation work can only be budgeted after a detailed examination by a certified mining engineer.

Compliance With Government Regulation

We will be required to conduct all mineral exploration activities in accordance with government regulations. Such operations are subject to various laws governing land use, the protection of the environment, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, well safety and other matters. Unfavorable amendments to current laws, regulations and permits governing operations and activities of resource exploration companies, or more stringent implementation thereof, could have a materially adverse impact and cause increases in capital expenditures which could result in a cessation of operations.

24


Employees

At present, we have no employees. We anticipate that we will be conducting most of our business through agreements with consultants and third parties.

MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes to those statements included elsewhere in this prospectus. In addition to the historical consolidated financial information, the following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under "Risk Factors" and elsewhere in this prospectus.

Plan of Operations

Our business plan is to proceed with the exploration of the Viking Mine Property to determine whether there is any potential for copper on the properties that comprise the mineral claims. We have decided to proceed with the exploration program recommended by the geological report. We anticipate that the three phases of the recommended geological exploration program will cost approximately $25,000, $100,000 and $175,000 respectively. We had $0 in cash as of July 31, 2006. The lack of cash has kept us from conducting any exploration work on the property.

We anticipate that we will incur the following expenses over the next twelve months:

  • $875 to be paid to the British Columbia Provincial government to keep the claims valid;
  • $25,000 in connection with the completion of Phase 1 of our recommended geological work program;
  • $100,000 in connection with the completion of Phase 2 of our recommended geological work program;
  • $175,000 for Phase 3 of our recommended geological work program; and
  • $10,000 for operating expenses, including professional legal and accounting expenses associated with compliance with the periodic reporting requirements after we become a reporting issuer under the Securities Exchange Act of 1934, but excluding expenses of the offering.

If we determine not to proceed with further exploration of our mineral claims due to a determination that the results of our initial geological program do not warrant further exploration or due to an inability to finance further exploration, we plan to pursue the acquisition of an interest in other mineral claims. We anticipate that any future acquisition would involve the acquisition of an option to earn an interest in a mineral claim as we anticipate that we would not have sufficient cash to purchase a mineral claim of sufficient merit to warrant exploration. This means that we might offer shares of our stock to obtain an option on a property. Once we obtain an option, we would then pursue finding the funds necessary to explore the mineral claim by one or more of the following means: engaging in an offering of our stock; engaging in borrowing; or locating a joint venture partner or partners.

Results Of Operations

We have not yet earned any revenues. We anticipate that we will not earn revenues until such time as we have entered into commercial production, if any, of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.

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Liquidity And Capital Resources

Our cash totaled $NIL at the end of the period on July 31, 2006. Accounts payable at the end of the period on July 31, 2006 was $855. Since our inception on February 13, 2006 to the end of the period on July 31, 2006, we have incurred a loss of $15,855. At July 31, 2006, we had an accumulated deficit of $15,855.

For the period ended July 31, 2006, net cash provided by investing activities was $15,000, of which $5,000 was derived from the issuance of common stock and $10,000 was derived from additional paid-in capital.

For the period ended July 31, 2006, net cash used in the purchase of the Viking Mine Property was $15,000. For the period ended July 31, 2006, net cash used in operating and financial activities was a deficit of $15,000.

Based on our current operating plan, we do not expect to generate revenue that is sufficient to cover our expenses for at least the next twelve months. In addition, we do not have sufficient cash and cash equivalents to execute our operations for at least the next twelve months. We will need to obtain additional financing to operate our business for the next twelve months. We will raise the capital necessary to fund our business through a private placement and public offering of our common stock. Additional financing, whether through public or private equity or debt financing, arrangements with stockholders or other sources to fund operations, may not be available, or if available, may be on terms unacceptable to us. Our ability to maintain sufficient liquidity is dependent on our ability to raise additional capital. If we issue additional equity securities to raise funds, the ownership percentage of our existing stockholders would be reduced. New investors may demand rights, preferences or privileges senior to those of existing holders of our common stock. Debt incurred by us would be senior to equity in the ability of debt holders to make claims on our assets. The terms of any debt issued could impose restrictions on our operations. If adequate funds are not available to satisfy either short or long-term capital requirements, our operations and liquidity could be materially adversely affected and we could be forced to cease operations.

We are bearing all costs relating to the registration of the common stock, which are estimated at $10,000. The selling shareholder, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

We are paying the expenses of the offering because we seek to (i) become a reporting company with the Commission under the Securities Exchange Act of 1934 (the "1934 Act"); and (ii) enable our common stock to be traded on the OTC Bulletin Board. We believe that the registration of the resale of shares on behalf of our existing shareholder may facilitate the development of a public market in our common stock if our common stock is approved for trading on the OTC Bulletin Board. We have not yet determined whether we will separately register our securities under Section 12 of the 1934 Act.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Information about our sole Executive Officer and Director follows:

NAME AGE POSITION AND TERM OF OFFICE
     
Andrew Ellott 41 President, Secretary, Treasurer and Director

Our Bylaws provide for a board of directors ranging from 1 to 9 members, with the exact number to be specified by the board. All Directors will hold office until the next annual meeting of the stockholders following their election and until their successors have been elected and qualified. The Board of Directors

26


appoints Officers. Officers will hold office until the next annual meeting of our Board of Directors following their appointment and until their successors have been appointed and qualified.

Set forth below is a brief description of the recent employment and business experience of our sole Executive Officer and Director:

Biography of Andrew Ellott

In addition to his Presidency of Viking Gold Corp. Mr. Ellott is currently Vice President of Marketing for Weston Capital Management. It is a US based alternative investment firm managing over C$2 billion of client assets. He is responsible for raising assets and managing the firms’ client relationships throughout Canada and the Western US.

Prior to joining Weston, Mr. Ellott was employed by Financial Market Solutions as Head of Sales for North America. Financial Market Solutions was a start up Software Company based in Seattle that was eventually taken public that developed proprietary software for online trading of financial instruments. Previous to that he had over ten years investment banking experience working in Europe for Chase Manhattan (1987-1991), UBS (1991-1995) and NationsBank (1995-1997), primarily in the Foreign Exchange and Options markets, advising institutions worldwide on trading and hedging strategies. Mr. Ellott moved to live in BC, Canada in December 1998

Mr. Ellott graduated in 1987 from City University Business School in London with a BA (honors) in Banking & International Finance. He currently resides in Whistler BC, where he has lived for the past 7 years. He is married with 3 daughters.

REMUNERATION OF DIRECTORS AND OFFICERS

The following table sets forth the remuneration of our sole director and officer for the period from inception through July 31, 2006


NAME OF INDIVIDUAL
CAPACITIES IN WHICH
REMUNERATION WAS RECEIVED
AGGREGATE
REMUNERATION

Andrew Ellott

Sole Executive Officer and Director

$0

We have no employment agreements with our sole Executive Officer and Director. We will not pay compensation to Directors for attendance at meetings. We will reimburse the Directors for reasonable expenses incurred during the course of their performance.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

The following table lists the share ownership of persons who, as of the date of this prospectus owned of record or beneficially, directly or indirectly, more than five percent (5%) of the outstanding common stock, and our sole Executive Officer and Director:

(1) This table is based on 6,000,000 shares of common stock outstanding

As of the date of this prospectus, Andrew Ellott is our only shareholder.

27






NAME AND ADDRESS OF
OWNER

SHARES
OWNED
PRIOR TO
OFFERING
SHARES TO BE
OFFERED FROM
SELLING
SHAREHOLDER'S
ACCOUNT

SHARES TO BE
OWNED UPON
COMPLETION
OF OFFERING
PERCENTAGE OF CLASS (1)

BEFORE
OFFERING

AFTER
OFFERING
Andrew Ellott
6401 St. Andrew's Way
Whistler, BC V0N 1B6

6,000,000

2,500,000

3,500,000

100%

58.3%

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INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

As of the date of this prospectus, other than the transaction described above, there are no, and have not been since inception, any material agreements or proposed transactions, whether direct or indirect, with any of the following:

  • any of our Directors or Officers;
  • any nominee for Election as a Director;
  • any principal security holder identified in the preceding "Security Ownership of Selling Shareholder and Management" section; or
  • any relative or spouse, or relative of such spouse, of the above referenced persons.

SECURITIES BEING OFFERED

We are authorized to issue up to 75,000,000 shares of common stock, par value $0.001 per share.

Common Stock

The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. We do not have cumulative voting rights in the election of directors, and accordingly, holders of a majority of the voting shares are able to elect all of the directors.

Subject to preferences that may be granted, holders of common stock are entitled to receive ratably such dividends as may be declared by the board of directors out of funds legally available therefore as well as any distributions to the stockholders. We have never paid cash dividends on our common stock, and do not expect to pay such dividends in the foreseeable future.

In the event of a liquidation, dissolution or winding up of our company, holders of common stock are entitled to share ratably in all of our assets remaining after payment of liabilities. Holders of common stock have no preemptive or other subscription or conversion rights. There are no redemption or sinking fund provisions applicable to the common stock.

TRANSFER AGENT AND REGISTRAR

West Coast Stock Transfer Inc., 850 W. Hastings, Suite 302, Vancouver, B.C. V6C 1E1, serves as the transfer agent and registrar for our common stock.

SEC POSITION ON INDEMNIFICATION

Our bylaws provide that each officer and director of our company shall be indemnified by us against all costs and expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit or proceeding in which he or she may be involved or to which he or she may be made a party by reason of his or her being or having been such director or officer, except in relation to matters as to which he or she has been finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty.

The indemnification provisions of our bylaws diminish the potential rights of action, which might otherwise be available to shareholders by affording indemnification against most damages and settlement amounts paid by a director in connection with any shareholders derivative action. However, there are no provisions limiting the right of a shareholder to enjoin a director from taking actions in breach of his

29


fiduciary duty, or to cause the Company to rescind actions already taken, although as a practical matter courts may be unwilling to grant such equitable remedies in circumstances in which such actions have already been taken. Also, because the Company does not presently have directors' liability insurance and because there is no assurance that we will procure such insurance or that if such insurance is procured it will provide coverage to the extent directors would be indemnified under the provisions, we may be forced to bear a portion or all of the cost of the director's claims for indemnification under such provisions. If we are forced to bear the costs for indemnification, the value of our stock may be adversely affected.

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 Company pursuant to the foregoing provisions, or otherwise, the Company has 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.

LEGAL MATTERS

Aaron D. McGeary, Attorney, 405 Airport Fwy., Suite 5, Bedford, Texas 76021 will pass upon certain matters relating to the legality of the common stock offered hereby for us.

EXPERTS

Our financial statements as of July 31, 2006 have been audited by MOORE & ASSOCIATES, chartered accountant and associates, as set forth in its report. The financial statements have been included in reliance upon the authority of MOORE & ASSOCIATES as experts in accounting and auditing.

AVAILABLE INFORMATION

We have not previously been subject to the reporting requirements of the Securities and Exchange Commission. We have filed with the Commission a registration statement on Form SB-1 under the Securities Act with respect to the shares offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to our securities and us you should review the registration statement and the exhibits and schedules thereto. Statements made in this prospectus regarding the contents of any contract or document filed as an exhibit to the registration statement are not necessarily complete. You should review the copy of such contract or document so filed.

You can inspect the registration statement and the exhibits and the schedules thereto filed with the commission, without charge, at the office of the Commission at Judiciary Plaza, 100 F Street, NE, Washington, D.C. 20549. You can also obtain copies of these materials from the public reference section of the commission at 100 F Street, NE, Washington, D.C. 20549, at prescribed rates. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Commission maintains a web site on the Internet that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at HTTP://WWW.SEC.GOV.

REPORTS TO STOCKHOLDERS

As a result of filing the registration statement, we are subject to the reporting requirements of the federal securities laws, and are required to file periodic reports and other information with the SEC. We will furnish our shareholders with annual reports containing audited financial statements certified by independent public accountants following the end of each fiscal year and quarterly reports containing unaudited financial information for the first three quarters of each fiscal year following the end of such fiscal quarter.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
MOORE & ASSOCIATES, CHARTERED
          ACCOUNTANTS AND ADVISORS
                   
PCAOB REGISTERED

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Viking Gold Corp ( A Exploration Stage Company)
Las Vegas, Nevada

We have audited the accompanying balance sheet of Viking Gold Corp (A Exploration Stage Company) as of July 31, 2006, and the related statements of operations, stockholders’ equity and cash flows from inception February 13, 2006 through July 31, 2006 and the period then ended. 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 audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 audits provide 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 Viking Gold Corp (A Exploration Stage Company) as of July 31, 2006 and the results of its operations and its cash flows from inception February 13, 2006 through July 31, 2006 and the period then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s net losses and accumulated deficit of $15,855 as of July 31, 2006 which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Moore & Associates, Chartered

Moore & Associates Chartered
Las Vegas, Nevada
August 14, 2006

31


VIKING GOLD CORP.
(A exploration stage company)
Balance Sheet

  July 31  
  2006  
ASSETS      
Current Assets      
Cash   0  
Total Current Assets   0  
       
Fixed Assets   0  
       
       
Total Assets   0  
       
LIABILITIES      
Current Liabilities      
Accounts payable   855  
Total Current Liabilities   855  
       
Long term Liabilities   0  
       
Total Liabilities   855  
       
EQUITY      
75,000,00 Common Shares Authorized 6,000,000      
Shares Issued at Founders, @ $0.001 Per Share   6,000  
Additional Paid-in Capital   9,000  
Retained Earnings (Loss)   (15,855 )
Total Stockholders Equity   (855 )
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY   0  

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

32


VIKING GOLD CORP.
(A exploration stage company)
Income Statement

    Period ended July 31  
    2006  
Revenue   0  
       
Expenses      
       
Accounting & Legal Fees      
Incorporation   855  
Total Expenses   855  
       
Other Income (expenses)      
Recognition of an Impairment Loss      
(Mineral Claims)   15,000  
       
Net Income (Loss)   (15,855 )
       
Basic & Diluted (Loss) per Share   (0.002 )
       
       
Weighted Average Number of Shares   6,000,000  

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

33



VIKING GOLD CORP
(A exploration stage company)
STATEMENT OF STOCKHOLDER’S EQUITY
From Inception (February 13, 2006) to July 31, 2006

    Common Stock           Deficit     Total  
    Shares     Amount     Paid in     Accumulated     Equity  
                Capital     During        
                      Exploration        
                      Stage        
Shares issued to founders at $0.001 per                              
share   6,000,000     6,000     9,000           15,000  
                               
Net (Loss) for period                     (15,855 )   (15,855 )
Balance, July 31, 2006   6,000,000     6,000     9,000     (15,855 )   (855 )

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

34


VIKING GOLD CORP.
(A exploration stage company)
Statement of Cash Flows

    Period ended July 31  
    2006  
Cash Flow From Operating Activities      
Net Income (Loss)   (15,855 )
Accounts Payable   855  
Net Cash from Operating Activities   (15,000 )
       
Net Cash After Operating Activities.      
       
Cash Flow From Investing Activities      
Net Cash from Investing Activities   0  
       
Net Cash after Operating      
and Financial Activities   (15,000 )
       
Cash Flow from Financing Activities      
Common Shares Issued at Founders      
@ $0.001 Per Share   6,000  
Additional l Paid-in Capital   9,000  
Net Cash from Financial Activities   15,000  
       
Net Cash After Operating, Financial      
and Investing Activities.   0  
       
Cash at Beginning of Period   0  
Cash at end of Period   0  

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

35


NOTES TO FINANCIAL STATEMENTS
VIKING GOLD CORP.
(An exploration stage company).
Footnotes to the Financial Statements.
From inception (February, 2006) to July 31, 2006.

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

The company was incorporated in the State of Nevada on February 13, 2006 as Viking Gold Corp.Viking Gold Corp. is engaged in the exploration, exploration and production of gold.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Accounting Method

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end.

b. Revenue Recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, goods delivered, the contract price is fixed or determinable, and collectibility is reasonably assured.

c. Income Taxes

The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.

The Company provides for income taxes under Statement of Financial Accounting Standards NO. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset.

The provision for income taxes is comprised of the net changes in deferred taxes less the valuation account plus the current taxes payable.

36


VIKING GOLD CORP.
(An exploration stage company).
Footnotes to the Financial Statements.
From inception (February, 2006) to July 31, 2006.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

d. Foreign currency translation

Foreign currency transactions are recorded at the rate of exchange on the date of the transaction. At the balance sheet date, monetary assets and liabilities denominated in foreign currencies are reported using the closing exchange rate. Exchange differences arising on the settlement of transactions at rates different from those at the date of the transaction, as well as unrealized foreign exchange differences on unsettled foreign currency monetary assets and liabilities, are recognized in the income statement.

Unrealized exchange differences on non-monetary financial assets (investments in equity instruments) are a component of the change in their entire fair value. For a non-monetary financial asset unrealized exchange differences are recognized in the income statement. For non-monetary financial investments unrealized exchange differences are recorded directly in Equity until the asset is sold or becomes impaired.

e. Use of Estimates

The preparation of the 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

f. Assets

The company holds no assets as of July 31, 2006.

    July 31  
    2006  
  ASSETS      
  Current Assets      
  Cash   0  
  Total Current Assets   0  
         
  Fixed Assets   0  
         
         
  Total Assets   0  

37


VIKING GOLD CORP.
(An exploration stage company).
Footnotes to the Financial Statements.
From inception (February, 2006) to July 31, 2006.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Mineral Property.

The Viking Mine Property is located near the eastern shoreline of Pitt Lake, approximately 40 km east of Vancouver, BC. The property comprises 105.207 hectares of mineral title contained in 5 MTO cell units on two mineral claims.

  Phase 1      
         
  Reconnaissance geological mapping, prospecting and rock sampling. $ 25,000.00
         
  Phase 2      
         
  Detailed geological mapping and rock sampling, grid construction, soil and silt geochemical survey, IP/Resistivity and mag surveys, establish drill and trenching targets. $ 100,000.00
         
  Phase 3      
         
  1000 metres of diamond drilling including geological supervision, assays, report and other ancillary costs. $ 175,000.00
    $ 300,000.00  

Underground rehabilitation work can only be budgeted after a detailed examination by a certified mining engineer.

g. Income

Income represents all of the company’s revenue less all its expenses in the period incurred. The Company has no revenues as of July 31, 2006 and has paid expenses for $15,855 during the same period, $855 representing incorporation costs and $15,000 in recognition of an impairment loss for the mineral claims.

In accordance with FASB/ FAS 142 option 12, paragraph 11 “Intangible Assets Subject to Amortization”, a recognized intangible asset shall be amortized over its useful life to the reporting entity unless that life is determined to be indefinite. If an intangible asset has been has a finite useful life, but the precise length of that life is not known, that intangible asset shall be amortized over the best estimate of its useful life. The method of amortization shall reflect the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up. If that pattern cannot be reliable determined, a straight-line amortization method shall be used. An intangible asset shall not be written down or off in the period of acquisition unless it becomes impaired during that period.

38


VIKING GOLD CORP.
(An exploration stage company).
Footnotes to the Financial Statements.
From inception (February, 2006) to July 31, 2006.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      Period ended July 31  
      2006  
  Expenses      
         
  Accounting & Legal Fees      
  Incorporation   855  
  Total Expenses   855  
         
  Other Income (expenses) Recognition of an      
  Impairment Loss      
  (Mineral Claims)   15,000  
         
  Net Income (Loss)   (15,855 )

h. Basic Income (Loss) Per Share

In accordance with SFAS No. 128-“Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At July 31, 2006, the Company has no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.

      2006  
  Net Income (Loss)   (1 5,855 )
  Basic & Diluted (Loss) per Share   (0.002 )
  Weighted Average Number of Shares   6,000 ,000  

i. Cash and Cash Equivalents

For purposes of the statement of cash flows, the company considers all highly liquid investments purchased with maturity of three months or less to be cash equivalents.

39


VIKING GOLD CORP.
(An exploration stage company).
Footnotes to the Financial Statements.
From inception (February, 2006) to July 31, 2006.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    July 31  
    2006  
  ASSETS      
  Current Assets      
  Cash   0  

j. Liabilities

Liabilities are made up of current liabilities.

Current liabilities include accounts payable of $ 855 on aggregate.

    July 31  
    2006  
  LIABILITIES      
  Current Liabilities      
  Accounts payable   855  
  Total Current Liabilities   855  
         
  Long term Liabilities   0  
         
  Total Liabilities   855  

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Share Capital

a) Authorized:

75,000,000 common shares with a par value of $0.001

b) Issued:

As of July 31, 2006, there are Six Million (6,0000,000) shares issued and outstanding at a value of $0.0025 per share for a total of $15,000.

There are no preferred shares outstanding. The Company has issued no authorized preferred shares.

The Company has no stock option plan, warrants or other dilutive securities.

40


VIKING GOLD CORP.
(An exploration stage company).
Footnotes to the Financial Statements.
From inception (February, 2006) to July 31, 2006.

NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has accumulated a loss and is new. This raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.

As shown in the accompanying financial statements, the Company has incurred a net (loss) of ($15,855) for the period from February 13, 2006 (inception) to July 31, 2006 and has not generated any revenues. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of acquisitions. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

41


No dealer, salesman or any other person has been authorized to give any quotation or to make any representations in connection with the offering described herein, other than those contained in this prospectus. If given or made, such other information or representation, must not be relied upon as having been authorized by the Company or by any underwriter. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy any securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction.

DEALER PROSPECTUS DELIVERY OBLIGATION

          Until __________________ (90th day after the later of (1) the effective date of the registration statement or (2) the first date on which the securities are offered publicly), 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 PROSPECTUS

ITEM 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 78.7502 of the Nevada Revised Statutes and Article VII of our Articles of Incorporation permit us to indemnify our officers and directors and certain other persons against expenses in defense of a suit to which they are parties by reason of such office, so long as the persons conducted themselves in good faith and the persons reasonably believed that their conduct was in our best interests or not opposed to our best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. See our Articles of Incorporation filed as Exhibit 2.1 to this registration statement.

Indemnification is not permitted in connection with a proceeding by us or in our right in which the officer or director was adjudged liable to us or in connection with any other proceeding charging that the officer or director derived an improper personal benefit, whether or not involving action in an official capacity.

ITEM 2. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

          The expenses to be paid by us in connection with the securities being registered are as follows:

    AMOUNT  
Securities and Exchange Commission Registration Fee* $  100  
Accounting Fees and Expenses   3,000  
Legal Fees and Expenses   6,500  
Transfer Agent and Registrar Fees and Expenses   250  
Printing Expenses   100  
Miscellaneous Expenses   50  
    ----------  
Total $  10,000*  

------------------
*Estimated amount

ITEM 3. UNDERTAKINGS.

          The Company hereby undertakes to:

42


          1)      File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

                    i)      Include any prospectus required by section 10(a)(3) of the Securities Act; and

                    ii)      Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and 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 or high end of estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

                    iii)      Include any additional or changed material information on the plan of distribution.

provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 14(d) of the Securities Exchange Act of 1934;

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

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

4)      That, for the purpose of determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)      Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424 of Regulation C of the Securities Act;

(ii)     Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;

(iii)    The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and

(iv)     Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.

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 foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and

43


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

ITEM 4. UNREGISTERED SECURITIES ISSUED OR SOLD WITHIN ONE YEAR.

The Company issued 6,000,000 shares of common stock on February 13, 2006 to the founder, Mr. Andrew Ellott, at a price of $0.0025 per share, for total proceeds of $15,000 (inclusive of paid-in capital of $9000). Mr. Ellott is our sole Executive Officer and Director. These shares were issued pursuant to Section 4(2) of the Securities Act. The 6,000,000 shares of common stock are restricted shares as defined in the Securities Act. This issuance was made to Mr. Ellott who is a sophisticated individual. As a promoter of our Company since our inception, Mr. Ellott is in a position of access to relevant and material information regarding our operations. No underwriters were used.

ITEM 5. INDEX TO EXHIBITS.

REGULATION  
S-B NUMBER                        EXHIBIT
   
3.1 Articles of Incorporation
   
3.2 Bylaws
   
5.1 Legal Consent, Aaron D. McGeary
   
10.1 Agreement Viking Gold Mine, March 07, 2006
   
23.1 Consent of MOORE & ASSOCIATES, Chartered Accountant

ITEM 6. DESCRIPTION OF EXHIBITS.

See item 5 above

44


SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-1 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Vancouver, province of British Columbia, on August 15, 2006.

VIKING GOLD CORP.

By: /s/ ANDREW ELLOTT
---------------------------------------
Andrew Ellott,
Chief Executive Officer, Chief Financial Officer, (Principal Executive Officer and Principal Accounting Officer)

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following person in the capacity and on the date stated.

SIGNATURE TITLE DATE
     
/s/ ANDREW ELLOTT Chief Executive Officer, August 15, 2006
------------------------------- Chief Financial Officer, President, -----------------------
Andrew Ellott Secretary, Treasurer and Director  
  (Principal Executive Officer and  
  Principal Accounting Officer)  

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