The Corporate Prospectus

This is the prospectus that the corporation sent to "Joey" when he first inquired about the need for investors. It has been edited to protect the name of the corporation and the location of the actual project for privacy purposes.


A Golden Opportunity

On a global basis, the gold and precious metals market values substantially exceed eleven billion U.S. dollars every business day. While gold prices have increased significantly in the past few years, and will continue to fluctuate, many experts agree that gold is still poised for a major upswing. The ever increasing demand, from governments, industry and individuals, has resulted in an annual physical gold supply deficit of approximately 1700 tonnes.

An innovative Canadian corporation that focuses on recovering, acquiring and marketing gold bullion and precious metals, is seeking capital to augment and expand operations for a growing customer base with total gold acquisition budgets in excess of $15 Billion USD.

The primary focus of the company is on the recovery of gold bullion bars. Project research started in 1998 and progressed to a full time basis in January, 2000. xxxxxxx Gold Corporation was federally incorporated in January 2003 and an able, experienced, management and advisory team formed. As a result of proactive company risk management planning activities, various strategies for safety, security and success have been developed. We have carefully considered, revised and amended the strategies with a focus on eliminating or minimizing the risks. Implementation of these strategies has significantly changed the scope of the operation as well as the business and financial planning considerations.

History - It is a well documented fact that there are large volumes of “old” gold bullion bars buried in the South Pacific. The following information contains references to what may seem to be unbelievable amounts of gold which some very knowledgeable people simply refuse to believe exist. However, NASA’s Satellite Imaging Analysis Department has proven it, the United States Government knows it and a very elite and powerful group comprised of select Japanese Government officials and business executives are probably the only ones who truly know the full extent of the amount of gold which the Japanese Imperial Forces buried. In addition to the war treasures, there is also an abundance of natural gold (in mineral form yet to be mined).

Years before World War II, the Japanese Emperor Hirohito organized a special team to confiscate the wealth of Asia. Trusting only the leadership of the Royal Family, the operation was code named “Golden Lily”. As a result, the Japanese Imperial Forces sent hordes of “undercover” military personnel into many countries of the world with a particular emphasis on Asia. These people assumed identities as lowly, mild mannered workers (drivers, gardeners, household help, etc.), and occasionally as business or plantation owners. These “workers” did a very thorough job of learning who owned and held any and all items of value. They did such a thorough job that they were even able to take the wealth of the Asian black marketeers and underground economies later during the war. Their first major project, the “rape of Nanking”, was only the beginning.

When the war started, these “mild mannered workers” suddenly appeared in uniform as high ranking Japanese military officers and enabled the Japanese Imperial Army to sweep through and assimilate virtually all of southeast Asia. The soldiers systematically looted all of the conquered Asian countries of their national treasures and the wealth of the people. This “wealth” included gold, silver, precious stones/gems, golden statues (Buddha’s), pagodas, works of art and other valuables. Over 90% of the worlds gold supply was in Asia at the outbreak of World War II. From the days of the Spanish Galleon Trade where spices and silk were traded for gold and other valuable commodities to those days before World War II when the Europeans, fearing a war in the West with Germany, secretly moved their gold and national treasures to their Asian Colonies and former colonies for “safekeeping”. England moved their gold to Malaysia, Singapore and Hong Kong, France to Indochina (Vietnam), the Netherlands into the Dutch East Indies (Indonesia) and so forth. In what seemed like a series of miracles, it all fell into the hands of the Japanese. With over 5000 years of Asia's and Europe's antiquity to pillage, the amounts collected were astronomical, far surpassing what was thought to be the total amount of gold ever mined throughout history. As the Imperial Forces rolled through these countries, the soldiers took everything of value including materials needed to manufacture goods for the war effort. China also buried tons of gold, jewels and artifacts here just after Japan invaded Manchuria in 1936.

During the early years of the war, a substantial portion of the looted valuables were shipped back to Japan for financing the Japanese “war machine”. However, after the Allied victory at Midway, patrolling Allied submarines and aircraft eventually blockaded the shipping routes to Japan making the shipment of these treasures subject to almost certain loss. With these risks, the Japanese Imperial Forces utilized their “alternate” plan.

Disguising cargo ships as Red Cross Hospital vessels, they diverted the majority of World War II treasures into Asia from 1942 through October, 1944. Asia was considered to be a very important strategic location for both Japanese and American military, who both had bases in Southeast Asia and the Philippine Archipelago and was included in an elaborate Japanese scheme for post war sovereignty. Japans ultimate plan was to withdraw their Imperial forces from all the other Asian countries and to maintain colonial rule over some of the Pacific Islands. This would enable them to remain for as long as necessary and take their time to recover the stolen treasure.

There was still much treasure remaining to be buried when the U.S. forces abruptly invaded the islands. The Japanese Forces took the remaining treasure up into the mountains and into other areas and buried it.

Before and during the U.S. invasion, the Japanese Imperial Forces were working feverishly in an attempt to hide and secure the stolen treasure. Elaborate tunnel systems were excavated, some down to depths of over two hundred feet below the surface to the deposit chambers. Others literally ran for miles underground or into the mountains and hills, some with their own railroad systems. Germany and Japan were allies during the war. The Japanese engineers learned about German tunneling technology, tunneling equipment and were assisted by German engineers. In most cases, Prisoners Of War (POW) labor was used to dig the intricate tunnel systems.

Further information can also be obtained from several publications and in some cases may be obtained from the internet. One of the best is a recently released book titled “Gold Warriors” (The Covert History Of Yamashita’s Gold) by Sterling and Peggy Seagrave (ISBN 0-9724146-0-6). Others include "Hirohito's Gold" by David Guyatt, "The Secret Gold Treaty" by David Guyatt (www.deepblacklies.co.uk), "Gold of the Sun" (based upon an incredible story) by Mark O'Brien and "The Marcos Dynasty" by Sterling Seagrave. Another interesting publication is entitled "Yamashita's Gold".

The Recovery Project - The recovery project is located in an area in which several Japanese Garrisons and airfields were located, during WW II. I was first made aware of the property in early 2000 when we were looking for a site suitable to build a refining facility and depository for a former associate who had built two gold refineries in Canada. The property had just been approved for conversion to a high tech Industrial Park. At that time, I had spent substantial time researching the area and locating some of the gold deposits on behalf of the former associate. In mid 2000, this former associate and I went our separate ways and I continued to research other gold projects.

In October 2004, I was introduced to the Project Manager for the Industrial Park. During our discussions, I learned that development work had stopped on the industrial park in late 2000 and that my former associate had never followed through on the project. I immediately commenced making the necessary arrangements to obtain a recovery contract with the various entities involved. We commenced work at the site in mid-November (2004) and since that time have conducted extensive operations researching and attempting to map and locate the subsurface anomalies to gain an understanding of how the deposits were placed and the optimum means of recovering as many as possible. On November 3, 2005, I was able to obtain a rotary drilling rig and, since that time, we have used the drill to obtain additional information on the sub-surface anomalies verify our findings and theories on what we were finding. After drilling numerous holes ranging from 45 to 220 feet deep, on December 15, 2005, we were rewarded by finally having gold flakes appear in the drill discharge materials and we have been able to hit two more “bullseyes” in the following three holes. This proves the gold is buried in the sites, albeit at several levels or depths.

How much gold do we anticipate is contained within this recovery project? Comparatively speaking, if we are talking total volume, the shallower deposits are in relatively small piles which we believe range from as little as four - 75 kilogram bars to brass boxes about 30 inches square. We believe that we have located about 16 of these brass boxes and at least the same number of 4 bar deposits. The available detecting and locating equipment utilized, does not have the capability of accurately determining the depth to the gold bullion deposit or the vertical dimension of the deposit. As to the values, with gold now well over $500 per troy ounce, an average bar of bullion would return tens of thousands of dollars net. A substantial amount will go to the government in taxes, as well as the land owner/developer, but the remainder still provides a very significant profit share and enables the company to pay very good ROL’s (Return On Loans) to the investors.

Financial Requirements - The total cost to date, shouldered by the Founders and shareholders, illustrates our level of commitment and has exceeded $850,000. Additional investment capital is being sought as the current shareholders are not able to provide the additional capital needed. Importantly, no debts have been incurred by the company to date. As a result of the company’s intensive operational planning, recent favorable project developments and additional capital investments previously made by the principals, a recent financial/operational review and analysis has determined that, with the progress made to date on the gold bullion recovery project, we will need a further injection of funds to successfully complete the initial gold bullion recovery, with an estimated value of over $1million.

The recovery team has made exceptional progress under difficult and trying conditions and with a very limited budget. To date, recovery operations have been operated, with only about 20% of our originally planned weekly expenditure which basically means that we have been operating on a somewhat tattered “shoestring” budget. The recovery team has proven their ability to operate on significantly less operating capital than originally planned.

The funds will be used for primary project operational considerations deemed necessary for the gold recoveries and include:

1. Continuation of the successful drilling program;
2. Acquisition costs of necessary construction and other equipment;
3. Acquisition costs of additional electronic scanning/locating/inspection equipment;
4. Fabrication and installation of a reusable structural steel reinforcement structure for safety of the workers and to prevent/eliminate ground water intrusion from weakening the excavation walls;
5. Lease with purchase option of the property, erection of a security fence and construction of a basic facility around the excavation to secure the site;
6. Additional security costs; and
7. Sufficient project operating/working capital to successfully complete the initial recoveries under the revised plan.

Downside and Risk - The founders and several of xxxxxxx Gold Corporations shareholders and advisory team members have been involved with recovery operations and acquisition activities in the field for many years and have encountered and experienced many of the risks, potential problems or loss events on a first hand basis. Company Risk Management Planning has been developed in light of this practical experience encompassing financial as well as non-financial risks and contingencies.

As a result of our proactive Risk Management Planning activities, various strategies for safety, security and success have been developed. We have carefully considered, revised and amended our strategies with a focus on eliminating or minimizing the risks. Although still subject to improvements and modifications as may be required to meet new challenges, the strategies gradually evolve into policies and procedures. Implementation of these strategies has significantly changed the scope of the operation as well as the business and financial planning considerations.

We have been able to successfully overcome or negate the majority of the risks due to the principals’ dedication to the success of the endeavor, experience, knowledge, research and our understanding of the potential problem areas. Some identified risks, such as capitalization issues are in the process of being mitigated or are otherwise under consideration. In some cases, the uncertainty or exposure may be an ongoing risk requiring routine consideration. Although our business has its share of risk we firmly believe, and in all cases to date, have proven that we can successfully overcome these risks.

Conclusion - xxxxxxxx Gold Corporation was formed to take advantage of several years of full time research, over 14 man-years of practical experience and over $850,000 invested by the founders and shareholders in preparation for this Golden Opportunity. An able, experienced management, consulting and operational team with a strong collective history has been assembled and has proven the viability of the gold recovery and acquisition venture. Proactive risk management planning activities negate or minimize the business risks and ensure that the company can operate on an ethically sound basis applying cutting edge technology combined with environmentally friendly recovery procedures. Considerable financial, intellectual and time investments have been made and we are poised to harvest remarkable financial rewards for the company, its investors and allied organizations. The company has a bright future and looks forward to generating good profits supplying precious metals and other valuable commodities to a substantial global market place demanding the company’s products. With a high profitability to cost ratio, the revenues generated will benefit not only the company, its shareholders, investors and strategically allied organizations but will also benefit many less privileged peoples, in some of the areas we operate in, through humanitarian assistance and livelihood development projects. A WIN-WIN-WIN situation, for all involved!

As a result of the financial, intellectual and personal time investments which we have already committed to the business, we have been able to identify, organize and prepare the best gold recovery projects known to us. There are other sites with larger volumes available but, in most cases, larger volume sites are significantly more complicated, have more problems, are more difficult to recover and are much more expensive to operate... making them more suitable for internally financed, future recovery operations.
We do continue to seek other opportunities and are continually researching potential projects looking for “the best of the best”. The company has developed and implemented the optimum methods to ensure the success of the operating gold recovery project with minimal additional capital requirements, and in the shortest time frame possible. Research, detection and locating activities on the operational project are ongoing on a regular basis. We have paid attention to all the details possible, proactively manage the operational risks and firmly believe that there is minimal investment risk.

We have done our part and now... we need your help to go forward and capitalize on the efforts we have made. We need financial resources for equipment investment and the funding of the remainder of the recovery operation. xxxxxxx Gold Corporation offers investors an excellent Return On Loans and a realistically achievable 12 month or less exit strategy.

With our intimate knowledge of the projects and the conservative financial projections, we feel an investment in xxxxxxx Gold Corporation is a sound business investment. For further information, please contact the Chief Operations Officer.