SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 20-F

(Mark One)



__

Registration statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 or



X

Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



For the fiscal year ended November 30, 2004



___

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



For the transition period from ___________ to _________________



Commission file number





|ALBERTA STAR DEVELOPMENT CORP.                         
|-------------------------------------------------------
|(Exact name of registrant as specified in this charter)
|                                                       
|Province of Alberta, Canada                            
|(Jurisdiction of incorporation or organization)        





|200  675 West Hastings Street, Vancouver, British Columbia Canada V6B 1N2
|--------------------------------------------------------------------------
|(Address of principal executive offices)                                  





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





None



None



(Title of each class)

(Name of each exchange

on which registered)



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



|Common Shares Without Par Value
|-------------------------------
|(Title of Class)               



Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:



|None            
|----------------
|(Title of Class)



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

|37,527,290
|----------



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X No  .



Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 X Item 18  .







---





TABLE OF CONTENTS



PAGE

PART I

|                                                                                      |   
|------------------------------------------------------------------------------------- | --
|ITEM 1.
Identity of Directors, Senior Management and Advisors                         | 1 
|                                                                                      |   
|ITEM 2.
Offer Statistics and Expected Timetable                                       | 1 
|                                                                                      |   
|ITEM 3.
Key Information                                                               | 1 
|3.1 Selected Financial Data                                                           | 1 
|3.2 Risk Factors                                                                      | 3 
|                                                                                      |   
|ITEM 4.
Information on the Company                                                    | 7 
|4.1 History and Development                                                           | 7 
|4.2                                                                                   |   
|4.3 Competition                                                                       | 11
|4.4 Management & Employees                                                            | 12
|4.5 Office Space                                                                      | 12
|4.6 Environmental Regulations                                                         | 12
|                                                                                      |   
|ITEM 5.
Operating and Financial Review and Prospects                                  | 12
|5.1 Results of Operations                                                             | 12
|5.2 Liquidity & Capital Resources                                                     | 13
|                                                                                      |   
|ITEM 6.
Directors, Senior Management and Employees                                    | 13
|6.1 Directors and Senior Management                                                   | 13
|6.2 Compensation of Directors                                                         | 15
|6.3 Board Practices                                                                   | 16
|6.4 Employees                                                                         | 16
|6.5 Share Ownership of Directors and Officers                                         | 16
|                                                                                      |   
|ITEM 7.
Major Shareholders and Related Party Transactions                             | 17
|7.1 Beneficial Ownership                                                              | 17
|7.2 Related Party Transactions                                                        | 18
|7.3 Interests of Experts and Counsel                                                  | 19
|                                                                                      |   
|ITEM 8.
Financial Information                                                         | 19
|8.1 Legal Proceedings                                                                 | 20
|8.2 Significant Changes                                                               | 20
|                                                                                      |   
|ITEM 9.
The Offer and Listing                                                         | 20
|9.1 Offering and Listing Details                                                      | 20
|                                                                                      |   
|ITEM 10.
Additional Information                                                       | 22
|10.1 Share Capital                                                                    | 22
|10.2 Bylaws and Articles                                                              | 22
|10.3 Material Contracts                                                               | 23
|10.4 Exchange Controls and other Limitations Affecting Security Holders               | 24
|10.5 Certain Canadian Federal Income Tax Consequences to U.S. Investors               | 25
|10.6 Documents on Display                                                             | 25
|                                                                                      |   
|ITEM 11.
Quantitative and Qualitative Disclosures About Market Risk                   | 26
|                                                                                      |   
|ITEM 12.
Descriptions of Securities Other than Equity Securities                      | 26
|12.1 Warrants                                                                         | 26
|12.2 Stock Options                                                                    | 26
|                                                                                      |   
|PART II                                                                               |   
|                                                                                      |   
|ITEM 13.
Defaults, Dividend Arrearages and Delinquencies                              | 26
|                                                                                      |   
|ITEM 14.
Material Modifications to the Rights of Security Holders and Use of Proceeds | 26
|                                                                                      |   
|ITEM 15.
Controls and Procedures                                                      | 26
|                                                                                      |   
|ITEM 16A.
Audit Committee Financial Expert                                            | 27





PART III



ITEM 17.

Financial Statements



ITEM 18.

Financial Statements



ITEM 19.

Exhibits



SIGNATURE



---



FORWARD-LOOKING STATEMENTS



We caution you that certain important factors (including without limitation those set forth in this Form 20-F) may affect our actual results and could cause such results to differ materially from any forward-looking statements that may be deemed to have been made in this Form 20-F registration statement, or that are otherwise made by or on our behalf.  For this purpose, any statements contained in this registration statement that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as may, except, believe, anticipate, intend, could, estimate, or continue, or the negative or other variations of comparable terminology, are intended to identify forward-looking statements.

PART I



Item 1.

Identity of Directors, Senior Management and Advisors



Not applicable.



Item 2.

Offer Statistics and Expected Timetable



Not applicable



Item 3.

Key Information



3.1.

Selected Financial Data



The following tables set forth the data of the Company for the fiscal years ended November 30, 2004, 2003, 2002, 2001 and 2000.  We derived all figures from our financial statements which were prepared by management of the Company and approved by the Companys audit committee and audited by our independent auditor.  This information should be read in conjunction with our financial statements included in this registration statement.



Our financial statements included in this registration statement and the table set forth below have been prepared in accordance with accounting principles generally accepted in Canada.  A reconciliation to United States generally accepted accounting principles is included in Note 21 to our audited financial statements.  All amounts are expressed in Canadian dollars.  The first table presents this financial data in accordance with United States generally accepted accounting principles.  The second table presents the data in accordance with Canadian generally accepted accounting principles.



United States Generally Accepted Accounting Principles



|                                         | Fiscal Year ended Nov. 30, 2004 | Fiscal Year
ended Nov. 30, 2003 | Fiscal Year ended Nov. 30, 2002
(Restated) | Fiscal Year ended Nov. 30, 2001 | Fiscal year ended Nov. 30, 2000
|---------------------------------------- | ------------------------------- | ------------------------------- | ------------------------------------------ | ------------------------------- | -------------------------------
|Net Operating Revenue                    | Nil                             | Nil                             | Nil                                        | Nil                             | Nil                            
|Loss from operations                     | ($1,889,340)                    | ($2,043,936)                    | ($694,904)                                 | ($520,432)                      | ($160,037)                     
|Loss per common share                    | ($0.07)                         | ($0.13)                         | ($ 0.12)                                   | ($0.15)                         | ($0.01)                        
|Total assets                             | $2,155,878                      | $442,927                        | $184,409                                   | $20,365                         | $97,153                        
|Net assets                               | ($2,071,876)                    | ($157,242)                      | ($19,034)                                  | ($24,481)                       | $775                           
|Long term debt                           | Nil                             | Nil                             | Nil                                        | Nil                             | Nil                            
|Cash dividends per common share          | Nil                             | Nil                             | Nil                                        | Nil                             | Nil                            
|Deficit                                  | ($6,244,345)                    | ($4,355,005)                    | ($2,311,069)                               | ($1,616,165)                    | ($1,087,183)                   
|Capital stock                            | $8,316,221                      | $4,512,247                      | $2,330,103                                 | $1,591,684                      | $1,087,958                     
|Weighted average number
of common shares | 27,557,850                      | 15,745,310                      | 5,936,358                                  | 3,396,738                       | 11,750,416                     



Canadian Generally Accepted Accounting Principles



|                                         | Fiscal Year ended Nov. 30, 2004 | Fiscal Year
ended Nov. 30, 2003 | Fiscal Year ended Nov. 30, 2002 | Fiscal Year ended Nov. 30, 2001 | Fiscal year ended Nov. 30, 2000
|---------------------------------------- | ------------------------------- | ------------------------------- | ------------------------------- | ------------------------------- | -------------------------------
|Net Operating Revenue                    | Nil                             | Nil                             | Nil                             | Nil                             | Nil                            
|Loss from operations                     | ($957,202)                      | ($1,941,606)                    | ($608,910)                      | ($403,950)                      | ($143,787)                     
|Loss per common share                    | ($0.03)                         | ($0.12)                         | ($0.10)                         | ($ 0.12)                        | ($0.01)                        
|Total assets                             | $2,155,878                      | $442,927                        | $184,409                        | $20,365                         | $658,410                       
|Net assets                               | $2,071,876                      | $224,842                        | $73,034                         | (10,481)                        | $562,032                       
|Long term debt                           | Nil                             | Nil                             | Nil                             | Nil                             | Nil                            
|Cash dividends per common share          | Nil                             | Nil                             | Nil                             | Nil                             | Nil                            
|Deficit                                  | ($4,980,701)                    | ($4,023,499)                    | ($2,081,893)                    | ($1,472,983)                    | ($507,776)                     
|Capital stock                            | $5,790,386                      | $3,409,306                      | $1,901,429                      | $1,449,404                      | $1,069,808                     
|Weighted average number
of common shares | 27,557,850                      | 15,745,310                      | 6,074,336                       | 3,562,607                       | 13,102,809                     



Since June 1, 1970, the government of Canada has permitted a floating exchange rate to determine the value of the Canadian dollar as compared to the United States dollar.  On May 10, 2005, the exchange rate in effect for Canadian dollars exchanged for United States dollars, expressed in terms of Canadian dollars was $1.2373.  This exchange rate is based on the noon buying rates in New York City, for cable transfers in Canadian dollars, as certified for customs purposes by the Federal Reserve Bank of New York.  For the past fiscal years ended November 30 and for the six month period between November 30, 2004 and April 30, 2005, the following exchange rates were in effect for Canadian dollars exchanged for United States dollars, calculated in the same manner as above:



Period

Average





Year ended Nov 30, 2000

$1.4824



Year ended Nov 30, 2001

$1.5441



Year ended Nov 30, 2002

$1.5713

Year ended Nov 30, 2003

$1.4156

Year ended Nov 30, 2004

$1.2984



Period



Low - High





Month ended Nov 30, 2004

$1.2263 - $1.1775

Month ended Dec 31, 2004

$1.2401 - $1.1856

Month ended Jan 31, 2005

$1.2422 - $1.1982

Month ended Feb 28, 2005

$1.2562 - $1.2295

Month ended March 31, 2005

$1.2463 - $1.2017

Month ended April 30, 2005

$1.2568 - $1.2146



3.2.

Risk Factors



Any investment in our common shares involves a high degree of risk.  You should consider carefully the following information before you decide to buy our common shares.  If any of the events discussed in the following risk factors actually occurs, our business, financial condition or results of operations would likely suffer.  In this case, the market price of our common shares could decline, and you could lose all or part of your investment in our shares.  In particular, you should consider carefully the following risk factors:



We have a history of losses.



We have incurred losses in our business operations since inception, and we expect that we will continue to lose money for the foreseeable future.  Since our incorporation on September 6, 1996 to November 30, 2004, we incurred losses determined under United States generally accepted accounting principles totalling $6,244,345.  Very few junior resource companies ever become profitable.  Failure to achieve and maintain profitability may adversely affect the market price of our common stock.



We have limited financial resources and no source of cash flow.



We have limited financial resources, no source of operating cash flow and no assurance that additional funding will be available to us for further exploration of our projects or to fulfil our obligations under any applicable agreements.  Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration of our projects with the possible loss of such properties.



Very few mineral properties are ultimately developed into producing mines.



The business of exploration for minerals and mining involves a high degree of risk.  Few properties that are explored are ultimately developed into producing mines.  At present, our mineral properties have no known body of commercial ore.  Most exploration projects do not result in the discovery of commercially mineable deposits of ore.



Substantial expenditures are required for us to establish ore reserves through drilling, to develop metallurgical processes, to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining.



Although substantial benefits may be derived from the discovery of a major mineral deposit, no assurance can be given that we will discover minerals in sufficient quantities to justify commercial operations or that we can obtain the funds required for development on a timely basis.  The economics of developing precious and base metal mineral properties is affected by many factors including the cost of operations, variations in the grade of ore mined, fluctuations in metal markets, costs of processing equipment and other factors such as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection.  We have no producing mines at this time.



If we do not obtain additional financing, our business will fail.



Our current operating funds are less than necessary to complete exploration of our mineral claims, and therefore we will need to obtain additional financing in order to complete our business plan.  As at November 30, 2004, we had $1,941,559 in cash on hand.  Our business plan calls for significant expenses in connection with the exploration of our mineral claims.  We will require additional financing in order to complete these activities.  In addition, we will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete.  We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required.



We believe the only realistic source of future funds presently available to us is through the sale of equity capital.  Any sale of share capital will result in dilution to existing shareholders.  The only other alternative for the financing of further exploration would be the offering by us of an interest in our properties to be earned by another party or parties carrying out further exploration thereof.



Because management has only limited experience in resource exploration, the business has a higher risk of failure.

Our management, while experienced in business operations, has only limited experience in resource exploration.  None of our directors or officers have any significant technical training or experience in resource exploration or mining.  We rely on the opinions of consulting geologists that we retain from time to time for specific exploration projects or property reviews.  As a result of our managements inexperience, there is a higher risk of our being unable to complete our business plan.



Mineral exploration involves a high degree of risk against which we are not currently insured.



Unusual or unexpected rock formations, formation pressures, fires, power outages, labour disruptions, flooding, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labour are risks involved in the operation of mines and the conduct of exploration programs.  We have relied on and will continue to rely upon consultants and others for exploration expertise.



It is not always possible to fully insure against such risks and we may decide not to take out insurance against such risks as a result of high premiums or other reasons.  Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of our common stock.  We do not currently maintain insurance against environmental risks relating to our mineral property interests.



There is no assurance of the title to or boundaries of our resource properties.



Our mineral property interests may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by undetected defects.  We have not conducted surveys on the property and there is a risk that the boundaries could be challenged.



We may require permits and licenses that we may not be able to obtain.



Our operations may require licenses and permits from various governmental authorities.  There can be no assurance that we will be able to obtain all necessary licenses and permits that may be required to conduct exploration, development and mining operations at our projects.



Metal prices fluctuate widely.



Factors beyond our control may affect the marketability of any resource we discover.  Metal prices have fluctuated widely, particularly in recent years.  The effect of these factors cannot accurately be predicted.





The resource industry is very competitive.



The resource industry is intensely competitive in all its phases.  We compete with many companies possessing greater financial resources and technical facilities than us for the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees.



Our operations may be adversely affected by environmental regulations.



Our operations may be subject to environmental regulations promulgated by government agencies from time to time.  Environmental legislation provides for restrictions and prohibitions on spills, release or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution.  A breach of such legislation may result in the imposition of fines and penalties.  In addition, certain types of operations require the submission and approval of environmental impact assessments.  Environmental legislation is evolving in a manner which means that standards, enforcement, fines and penalties for non-compliance are more stringent.  Environmental assessments of proposed projects carry a heightened degree of responsibility for us and our directors, officers and consultants.  The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of our operations.  We do not maintain environmental liability insurance.



The trading market for our shares is not always liquid.



Although our shares trade on the TSX Venture Exchange and the NASD OTC Bulletin Board, the volume of shares traded at any one time can be limited, and, as a result, there may not be a liquid trading market for our shares.



Our securities may be subject to penny stock regulation.



Because the current market price of our common stock is below US$5.00 per share, we are subject to "penny stock" regulation.  "Penny stock" rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with a spouse).  For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's written consent to the transaction prior to the purchase.  Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prescribed by the Commission relating to the penny stock market.  The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities.  Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks.  Consequently, the "penny stock" rules restrict the ability of broker-dealers to sell our shares of common stock.



Enforcement of legal process may be difficult.



All members of our Board of Directors and management reside in Canada.  As well, our address for service is a Canadian address.  Accordingly, service of process upon us, or upon individuals related to us, may be difficult or impossible to obtain within the United States.



All of our assets are located outside of the United States.  Any judgment obtained in the United States against us may not be collectible within the United States.



As we are incorporated pursuant to the laws of Alberta, duties of our directors and officers, and the ability of shareholders to initiate a lawsuit on our behalf, are governed by the Alberta Business Corporations Act.



Item 4.  Information on the Company



4.1   History and Development



We were incorporated under the name Alberta Star Mining Corp. pursuant to the Business Corporations Act in the Province of Alberta, Canada by registration of our Memorandum and Articles of Association and the issuance by the Registrar of Companies of a Certificate of Incorporation on September 6, 1996.  On September 20, 2001, we consolidated our share capital such that every five common shares in our capital stock pre-consolidation were exchanged for one post-consolidation common share.  Concurrently, we changed our name to Alberta Star Development Corp.  Our head office is located at 200  675 West Hastings Street, Vancouver, British Columbia, Canada, V6B 1N2.  Our telephone number is (604) 681-3131.



We have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets.



We are engaged in the business of the acquisition, exploration and development of resource properties.  Our principal mineral property assets are an interest in the Longtom Property located about 350 kilometers northwest of Yellowknife, Northwest Territories, the Dixie Lake Gold Project located in the Red Lake area of Ontario and the Contact Lake and McInnis Lake Uranium Projects located in the Northwest Territories.  As these projects are in the exploration stage, we have no current operating income or cash flow.



There is no assurance that a commercially viable mineral deposit exists on our properties.  Further exploration will be required before a final evaluation as to the economic feasibility of the properties.



4.2    Mineral Property Interests



Longtom Property



By way of an Option Agreement dated February 12, 1998, Mongolia Gold Resources Ltd., now known as Tyhee Development Corp., granted us an option to acquire a 50% interest, subject to a 2% net smelter royalty in favour of Tyhee Development Corp., in a group of contiguous mining claims, known as the Longtom property, covering an area of approximately 14,351.55 hectares which is located about 350 kilometres north-northwest of Yellowknife, Northwest Territories, Canada.  At the time of the transaction, we did not have any directors in common with Mongolia Gold Resources Ltd.



We exercised this option by incurring expenditures on the Longtom property of $200,000, by issuing 4,000,000 common shares in our capital stock to Mongolia Gold Resources Ltd. and by paying surveying, filing and camp maintenance costs totalling $30,000.  We have the option to acquire the remaining 50% interest, subject to a 2% net smelter royalty, in the Longtom property from Tyhee Development Corp. by paying $315,000.  We may exercise this option at any time, though we are compelled to exercise the option within 90 days from the date that we have incurred $5,000,000 in exploration expenditures on the Longtom property.  Since the date of our agreement with Tyhee Development Corp., we have incurred $1,396,371 on exploration of the Longtom property.



At our option, we may pay half of the exercise price in our common shares.  The deemed price of our common shares would be the average TSX Venture Exchange closing market price of our shares on the five trading days immediately proceeding and the five trading days immediately following the date that the option exercise is triggered.  We have the right to joint venture the entire 100% interest in the Longtom property prior to the exercise of the option.



The Longtom property is located 50 kilometres southeast of Great Bear Lake, in Northwest Territories, Canada.  The area comprising the property was not explored in detail until 1985 when Central Electricity Generating Board Exploration (Canada) Ltd. (CEGB) conducted a three year intensive program.  This company commenced exploration for vein-type uranium/silver deposits.  This exploration led to the discovery of the Damp polymetallic prospect and the Maia and DW uranium showings on the Longtom property.



In 1986, CEGB mapped the Damp-Fog grid in detail and conducted detailed radiometric, magnetic and VLF-EM surveys over the area.  The mineralized outcrops were sampled by chipping and coring with a hand drill.  Soil samples were taken in the overburden covered part of the grid.  The data was compiled on 1:1000 scale maps.  Additional prospecting and geological mapping on scale 1:12500 were conducted in the surrounding area.



The 1988 exploration program on the Longtom property included drilling of 1,016 metres in 16 holes at Damp-Fog grid.  The drilling comprised 12 holes totalling 808 metres on the exposed part of the Damp breccia zone and its strike projection to the east, two holes totalling 104 metres on a conductor zone at the northwest end of Seahorse Lake and one hole of 52 metres on the Fog and DW uranium showings.  Surface working during the year on an island and west shore of Devils Lake resulted in the discovery of showings containing significant amounts of copper, molybdenum, cobalt, gold, silver, arsenic and nickel.  Most of the showings were magnetite-bearing veins, but one occurrence of copper/molybdenum appears to be granite-related or porphyry copper-type.  The results of the exploration were regarded as not sufficiently encouraging in view of declining uranium prices at that time.  Consequently, CEGB allows the prospecting permits to lapse, but retained the Damp claim.



In 1996, Mongolia Gold Resources Ltd. acquired the Longtom property and conducted a surface exploration program that included examination of old and new showings, a resampling of the Samp breccia zone and an airborne multiparameter geophysical survey of the property.  Channel cut sampling of the Damp breccia zone confirmed the polymetallic nature of the prospect, but gold assays were somewhat lower than the corresponding ones reported by CEGB.  Prospecting and trenching in the Devils Lake area revealed extensions of gold-bearing arsenopyrite veins, adding to the exploration potential of the area.



Mongolia Gold Resources Ltd. drilled four holes totalling 944.6 metres on the Damp breccia zone in early 1997.  Three of the holes intersected mineralization.  The drilling extended the copper-cobalt-silver-uranium-gold-bismuth mineralization to a deeper level (150 metres) than tested previously.  The mineralized zone is open at depth.  The drilling also encountered several mineralized intersections in other previously unknown parts of the breccia zone.



Upon optioning the Longtom property in 1998, we conducted a Phase I exploration program on the property consisting of  157 kilometres of line cutting on a control grid covering a 12 kilometre long target belt originating at the Damp showing.  A follow-up ground magnetic survey was also completed which more precisely defines the magnetic anomalies on the showing.



In October 2002, we conducted a gravity survey of the Longtom Property to detect potential anomalies caused by the presence of iron oxide, copper and gold mineralization. The ground-helicopter supported gravity survey was conducted over selected portions of the 19,642-acre claim-block. The data obtained from the survey is complimented by gravity data collected for Hudsons Bay Exploration and Development Co. Ltd. in 2000 along the shores of Longtom Lake, and by a comprehensive regional (10 kilometer by 10 kilometer gravity survey completed by the Geological Survey of Canada. The objective of the survey was to map the distribution of large masses of variable density.



A total of 243 detailed gravity stations were recorded at 500-meter and some detail infill stations at 250 meters. The gravity survey confirmed the extent of what may be economic mineralization along a large structurally controlled faulting system.  The results show two significant 2.5-3.0 mGal gravity anomalies. These two gravity anomalies are coincident with the strong magnetic anomalies. The gravity anomalies occur along a 7.5 kilometer long trend and are up to 1.5 kilometers in width. Combined gravity, magnetic and radiometric anomalies are a common targeting criterion for iron-oxide/copper/gold mineralization and necessary in identifying an economic ore body.



In 2003, we conducted a 12 hole, 2,634 metre drill program on the Longtom property.  Two hundred forty-three drill core samples were analyzed for 36 elements by a registered analytical laboratory using standard assay techniques.  Drill testing confirmed the polymetallic nature of the property with appreciable copper, gold, cobalt, silver, uranium and iron over considerable areas.  Additional drilling is recommended to determine whether or not the Longtom property hosts economic mineralization.



Dixie Lake Property, Ontario



We also entered into an agreement on September 22,  2003  with Fronteer Development Group Inc. to acquire a 50% undivided interest in the Dixie Lake Property (the Dixie Lake Property) located in the Red Lake belt in Ontario, Canada.  The property comprises an approximately 1,872 hectare area of 117 claim units in 51 unpatented mineral claims in the Red Lake Mining Division.  The property is held by Fronteer Development Group Inc. of Vancouver, British Columbia. Fronteer is actively exploring the property to test its potential to host economic gold mineralization.



To acquire the 50% interest in the Dixie Lake Property, we must:



1.

Pay $200,000 toward initial exploration expenditures, which we have paid;



2.

Incur additional aggregate exploration expenditures of not less than $2,000,000 as follows:





$200,000 on or before December 22, 2003 (incurred);



$500,000 on or before September 22, 2004 (incurred);



$1,100,000 on or before September 22, 2005 ($1,316,941 paid to November 30, 2004); and

•

$2,000,000 on or before September 22, 2006.



3.        Pay $135,000 in cash to Fronteer Development Group Inc. and issue 350,000 common

shares of the Company as follows:



      Pay $10,000 (paid) and issue 50,000 common shares (issued and valued at $8,500) of

the Company by September 22, 2003;

      Pay $25,000 (paid) and issue 100,000 common shares (issued and valued at $17,000)

of the Company by September 22, 2004;

      Pay $40,000 and issue 100,000 common shares of the Company by September 22, 2005; and

      Pay $60,000 and issue 100,000 common shares of the Company by September 22, 2006.



4.        Pay additional cash payments related to an existing option agreement on the Dixie Lake

Property as follows:



•      $5,000 by  March 30, 2004 (paid);

•       $10,000 by  December 30,2004 (unpaid);

•       $25,000 by  December 30, 2005; and

•      $40,000 by  December 30, 2006.



Fronteer Development Group Inc. may bill us for the full amount of the estimated exploration expenditures scheduled to be undertaken on the Dixie Lake Property. We must pay such amounts within 10 days of the receipt of such billings.



Shabu Lake Property



By an agreement dated May 5, 2004, we entered into an agreement with 130485 Ontario Inc., a private company owned by Perry English, to acquire a 100% interest, subject to a 2% net smelter returns royalty, in four contiguous unpatented mineral claims comprising a total of 72 mineral claim units located in Shabu Lake Township, Ontario, Canada.  To acquire the 100% interest in the Shabu Lake Property, we must pay total cash payments of $94,500 and issue 100,000 common shares of the Company as follows:



-

Pay $4,500 (paid) and issue 25,000 of our common shares (issued and valued at

$6,500) of

the Company by May 5, 2004;

-

Pay $8,000 and issue 25,000 common shares of the Company by May 1, 2005 (unpaid);

-

Pay $12,000 and issue 25,000 common shares of the Company by May 1, 2006;

-

Pay $25,000 and issue 25,000 common shares of the Company by May 1, 2007; and

-

Pay $45,000 by May 1, 2008.



Dent Gold Property



By an agreement dated May 5, 2004, we entered into an agreement with 130485 Ontario Inc., a private company owned by Perry English, to acquire a 100% interest, subject to a 2% net smelter returns royalty, in nine contiguous unpatented mineral claims comprising a total of 62 mineral claim units located in Goodall and Dent Townships, Ontario, Canada.  To acquire the 100% interest in the Dent Gold Property, we must pay total cash payments of $96,000 and issue 100,000 common shares of the Company as follows:



-

Pay $6,000 (paid) and issue 25,000 common shares (issued and valued at $6,500) of the Company by May 5, 2004;

-

Pay $8,000 and issue 25,000 common shares of the Company by May 1, 2005 (unpaid);

-

Pay $12,000 and issue 25,000 common shares of the Company by May 1, 2006;

-

Pay $25,000 and issue 25,000 common shares of the Company by May 1, 2007; and

-

Pay $45,000 by May 1, 2008.



4.3

Competition



The mineral property exploration business, in general, is intensively competitive and there is not any assurance that even if commercial quantities of ore are discovered, a ready market will exist for sale of same.  Numerous factors beyond our control may affect the marketability of any substances discovered.  These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of mineral and environmental protection.  The exact effect of these factors cannot be accurately predicted, but the combination of these factors may make it difficult for us to receive an adequate return on investment.



We compete with many companies possessing greater financial resources and technical facilities for the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees.  However, due to low metal prices, we do not anticipate any difficulties retaining geologists or other consultants.



4.4

Management & Contractors



Our President and Chief Executive Officer, Tim Coupland devotes 80% of his business time to our affairs.  We have a management agreement dated December 1, 2000 with a private company owned by Mr. Coupland whereby he provides management services to us for $5,000 per month.  The initial term of this agreement was for one year.  Thereafter, it continues in force on a month-to-month basis until terminated by us or Mr. Coupland on 30 days written notice.



4.5

Office Space



We utilize about 300 square feet of office space in Vancouver, British Columbia. Our rent and related office expenses total approximately $1,000 per month.



4.6

Environmental Regulations



Mineral property exploration in the Northwest Territories is governed by the Canadian government.  The applicable statutes are the Canadian Environmental Assessment Act and the Canadian Environmental Protection Act.



In order to conduct exploration on our Longtom property, we had to acquire a land use permit.  When exploration ceases on a Northwest Territories property, the land affected needs to be reclaimed in order to protect public health and safety, to reduce or prevent environmental degradation and to allow future productive land use of the property.



The reclamation plan for any property is site specific.  In general, the reclamation plan consists of ensuring that the physical structures that remain do not impose a long-term hazard to public health and safety and the environment, which includes ensuring that the land and watercourses are returned to a safe and environmentally sound state.  We do not anticipate incurring any reclamation costs in connection with our other mineral property interests.



Item 5.  Operating and Financial Review and Prospects



5.1   Results of Operations



At November 30, 2004, we had cash on hand of $1,941,559 and amounts receivable of $106,184.  Liabilities at the same date totaled $84,002, and consisted of accounts payable and accrued liabilities of $83,691 and  due to related parties of $311.



We incurred a net loss of $1,889,340 under United States generally accepted accounting principles for the fiscal year ended November 30, 2004 as compared to a loss of $2,043,936 for fiscal 2003.



During the fiscal year, we spent a total of $1,395,282 on mineral property acquisition costs and exploration expenses relating to our mineral property interests. We also incurred general and administration expenses for the year ended November 30, 2004 of $642,029.  This amount includes advertising and promotion costs of $142,905, legal and accounting fees of $106,587, transfer fees and shareholder information costs of $78,332, office and miscellaneous costs of $70,547, consulting fees of $66,528 and management fees of $60,000.



5.2   Liquidity and Capital Resources



Since our incorporation, we have financed our operations almost exclusively through the sale of our common shares to investors.  We expect to finance operations through the sale of equity in the foreseeable future, as we have no source of revenue from our business operations.  There is no guarantee that we will be successful in arranging financing on acceptable terms.



At November 30, 2004, we had cash on hand of $1,941,559.  To a significant extent, our ability to raise capital is affected by trends and uncertainties beyond our control.  These include the market prices for base and precious metals and results from our exploration programs.  Our ability to attain our business objectives may be significantly impaired if prices for metals such as gold and uranium fall or if results from our intended exploration programs on our properties are unsuccessful.



The Companys management is of the opinion that if we are unable to raise additional capital in the near future, due out our liquidity problems, we may need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures.  Due to the nature of our business, there is substantial doubt about our ability to continue as a going concern.





Item 6.   Directors, Senior Management and Employees



6.1   Directors and Senior Management



Directors:



Name of Director

Age

----------------------

-----

Tim Coupland

46



Michael Bogin

59



Lenic Rodriguez

56



Executive Officers:



Name of Officer

Age

Office

--------------------

-----

-------

Tim Coupland

45

President, Chief Executive Officer

Tamiko Coupland

38

Secretary



The following describes the business experience of our directors and executive officers, including other directorships held in reporting companies:



Tim Coupland



Tim Coupland has acted as our President and Chief Executive Officer since September 14, 2000.  Mr. Coupland graduated from Simon Fraser University in 1983 with a Bachelor of Arts degree in geography.  Since 1996, Mr. Coupland has acted as president, secretary and sole director of T8X Capital Ltd., a private British Columbia company involved in public company structuring and reorganization, preparing business plans, sourcing public and private financing and completing due diligence reviews of companies.  From November 1, 1996 to May 31, 1997, Mr. Coupland also provided investor relations services to CKD Ventures Ltd., a British Columbia reporting company whose shares traded on the Vancouver Stock Exchange.   He also acted as director of Anglo-Sierra Resources Corp., a non-reporting junior resource company whose shares were quoted on the NASD OTC Bulletin Board.



Michael Bogin



Michael Bogin has over 25 years of diversified experience in short term, long term, accounts receivable, inventory, fixed asset and trade financing.  Since September 2002, he has acted as Vice-President of asset based lending and factoring for Kingsdale Capital Corporation.  From August 2000 to September 2002, he was employed as the Business Development Manager for TCE Capital Corporation, a financing company based in Toronto, Ontario.  Prior to this, Mr. Bogin acted as Senior Manager of Laurentian Bank of Canada (January 2000 to May 2000), Vice-President of G.E. Capital Canada (July 1998 to October 1999) and Vice-President Accord Business Credit Inc. (June 1989 to July 1998).



Lenic Rodriguez



Since 1999, Mr. Rodriguez has acted as managing director of First Access Financial Group, Inc., a private Bahamian company involved in arranging financing for private and public businesses.  He also acted as manager (from 1992 to 1995) and general manager (from 1998 to 1999) of AmPower S.A. de C.V., a private Mexican corporation.  From 1996 to 1998, he acted as manager of Canadian and Mexican operations for Select Capital Advisors, Inc.





There are no arrangements or understandings between any of our directors or executive officers, pursuant to which they were selected to be a director or executive officer, nor are there any family relationships among any of our directors and officers.



6.2   Compensation of Directors



We are required, under applicable securities legislation in Canada, to disclose to our shareholders details of compensation paid to our directors. The following fairly reflects all material information regarding compensation paid to our directors in our fiscal year ended November 30, 2004.

Summary Compensation Table

|NAME AND PRINCIPAL POSITION    | YEAR                                | ANNUAL COMPENSATION       | LONG-TERM COMPENSATION
|------------------------------ | ----------------------------------- | ------------------------- | ----------------------
|MangagmentFees                 | Bonus                               | Other Annual Compensation | Awards                
|Restricted Stock Awards        | Securities Underlying Options/ SARs
|Tim Coupland
President and CEO | 2004                                | $60,000                   | Nil                   
|Michael Bogin
Director         | 2004                                | Nil                       | Nil                   
|Lenic Rodriguez
Director       | 2004                                | Nil                       | Nil                   





6.3   Board Practices



Tim Coupland and Michael Bogin have acted as our directors since September 14, 2000.  Lenic Rodriguez was appointed as our director on August 2, 2001.  The directors hold office until the next annual general meeting of the shareholders at which time they may stand for re-election. We are required to hold an annual general meeting once in every calendar year and not longer than thirteen months from the last annual general meeting.



We are a party to a management contract with a private company owned by Tim Coupland whereby we pay him $5,000 per month for his management services.  No other directors has a service contracts with us nor are they entitled to any termination benefits.



Our audit committee is comprised of Tim Coupland, Michael Bogin and Lenic Rodriguez.  We have not appointed a remuneration committee.



6.4   Administrative Services Contractors



We currently have two contractors who provide their services on a part-time basis.  One provides us with secretarial services and one helps us arrange equity financings and review potential business opportunities.  All would be classified as independent contractors.



When required, we have retained geological and other consultants to conduct work programs on our mineral property interests.



6.5   Share Ownership of Directors and Officers



Our directors and officers own beneficially the following shares as of the date of this annual report:

Percentage of Outstanding

Number of Shares Owned

Common Shares



Tim Coupland:

1,561,972

2.80%

Tamiko Coupland:

0

0%

Lenic Rodriguez:

30,000

0.11%

Michael Bogin:

0

0.00%





The above percentages are based on the number of common shares issued and outstanding in our capital stock as of the date of this annual report which is 37,527,290.



The following incentive stock options are outstanding to our directors and officers:



Shares that may be Purchased

Upon Exercise of Option

Exercise Price

Expiry Date



Tim Coupland:

699,782

$0.20

November 28, 2005





Lenic Rodriguez:

50,000

$0.20

November 28, 2005

52,808

$0.14

October 30, 2006



Michael Bogin:

50,000

$0.20

November 28, 2005

10,000

$0.14

January 5, 2006



Tamiko Coupland:

Nil



Item 7.   Major Shareholders and Related Party Transactions



7.1   Beneficial Ownership



As used in this section, the term "beneficial ownership" with respect to a security is defined by Regulation 228.403 under the Securities Exchange Act of 1934, as amended, as consisting of: (1) any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power (which includes the power to vote, or to direct the voting of such security) or investment power (which includes the power to dispose, or to direct the disposition of, such security); and (2) any person who, directly or indirectly, creates or uses a trust, proxy, power of attorney, pooling  arrangement  or  any  other  contract,  arrangement  or device with the purpose or effect of divesting such person of beneficial ownership of a security or preventing the vesting of such  beneficial ownership.



As of the date of this annual report, 37,527,290 common shares were issued and outstanding. We are authorized to issue an unlimited number of common shares.

As of the date of this registration statement, the following persons known to us are the beneficial owner of more than five percent of the outstanding common shares of the Company.



NAME

NUMBER OF SHARES

PERCENTAGE OF TOTAL



Tim Coupland

1,561,972

2.80%



Mr. Tim Coupland acquired these shares directly from us pursuant to a series of private placements and through the exercise of incentive stock options and share purchase warrants.



Each of our issued shares entitles the holder to one vote in general meeting.  There are no disproportionate or weighted voting privileges.



We are not controlled directly or indirectly by any other corporation or any other foreign government or by any other natural or legal person, severally or jointly.



There are no arrangements the operation of which at a subsequent date may result in a change in our control.







7.2   Related Party Transactions



In the fiscal year ended November 30, 2004, there were no transactions that materially affected or will materially affect us in which any director, executive officer or beneficial holder of more than 10% of the outstanding common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest except as follows:



Private Placements:





Tim Coupland purchased 200,000 units at $0.25 from us pursuant to a private placement financing that was completed on January 28, 2004.  Each unit consisted of one common share and one two-year share purchase warrant entitling him to purchase an additional common share for $0.45 during the first year of the warrant and for $0.55 thereafter.





Tim Coupland purchased 100,000 common shares at $0.25 from us pursuant to a private placement financing that was completed on July 28, 2004.





Tim Coupland purchased 200,000 units at $0.27 from us pursuant to a private placement financing that was completed on October 7, 2004.  Each unit consisted of one common share and one 18-month share purchase warrant entitling him to purchase an additional common share for $0.40.





Tamiko Coupland purchased 40,000 units at $0.27 from us pursuant to a private placement financing that was completed on October 7, 2004.  Each unit consisted of one common share and one 18-month share purchase warrant entitling her to purchase an additional common share for $0.40.



Other Transactions:





We paid or accrued office secretarial fees of $32,019 to Tamiko Coupland, the wife of our President, Tim Coupland, and our Secretary;





We paid or accrued legal fees of $19,175 to a law firm owned by Greg Yanke, our former corporate secretary;





We paid or accrued consulting fees of $66,528 to a company controlled by Tim Coupland; and





We paid or accrued  management fees of $60,000  to a company controlled by Tim Coupland.



The amounts charged to us for the services provided have been determined by negotiation among the parties, and in certain cases, are covered by signed agreements. It is the position of the management that these transactions were in the normal course of operations and were measured at the exchange value which represented the amount of consideration established and agreed to by the related parties.



Our bylaws provide that our directors or officers must disclose in writing to us the nature and extent of any interest he has in a material contract, or proposed material contract, with us.  Such disclosure must be made immediately after the director or officer becomes aware of the contract or proposed contract.  A director who is required to disclose an interest in a material contract or proposed material contract may not vote on any resolution to approve the contract except in very limited circumstances.



7.3   Interests of Experts and Counsel



Our experts and counsel have no interest in our shareholdings other than our legal counsel, Mr. Gregory S. Yanke, who owns 90,000 common shares and 100,000 incentive stock options.



Item 8.   Financial Information



8.1  Legal Proceedings



To the best of our knowledge there are no legal or arbitration proceedings threatened, pending or in progress against us except for a British Columbia Supreme Court action by Dr. Sunil Gandhi for $24,000 plus a 100,000 share option (see financial statements note 16) relating to geological fees and unspecified damages for stock options that he alleges are due to him.  We dispute Dr. Gandhis claim and have retained litigation counsel in this regard.



8.2   Significant Changes



There have been no significant changes since the date of the audited financial statements included herein other than as follows:





we purchased a 100% interest, subject to a 2% net smelter returns royalty, in 18,953.64 acres of mineral claims known as the MacInnis Lake Uranium properties, located in the Northwest Territories, from three private individuals for $60,000 and 300,000 common shares in our capital.  We may purchase half of the royalty for $1,000,000.



we purchased a 100% interest, subject to a 2% net smelter returns royalty, in claims comprising an additional 7,231 acres adjacent to the MacInnis Lake Uranium properties for $40,000 and 350,000 common shares in our capital.  We may purchase half of the royalty for $1,000,000.



we agreed to purchase a 100% interest, subject to a 1% net smelter returns royalty, in 1,801.83 hectares of mineral claims known as the Contact Lake uranium properties located in the Northwest Territories from three individuals by paying $60,000 and issuing 300,000 common shares in our capital.  We may purchase the royalty for $1,000,000.  We also staked additional claims at Contact Lake in order to increase the total project size to 14,420.82 acres.



we acquired an option from Fortune Minerals Ltd. to earn a 50% interest in the Great Slave copper-gold project located in the Northwest Territories. The claims comprise 2,069 hectares located between Great Slave Lake and Meridian Lake, 10 kilometers southwest of Fort Reliance and 250 kilometers northeast of Yellowknife. We can exercise the option by making cash payments of $80,000 to Fortune Minerals Ltd. and incurring exploration expenditures of $1.2-million on the project over four years. Fortune Minerals Ltd. is the operator of the property, but we are managing exploration during the first year of the agreement.



we optioned up to a 50% interest in 15 mineral claims (totalling 26,184.64 acres) forming part of the MacInnis Lake uranium claims to Max Resource Corp., an at arms length British Columbia and Alberta reporting company. To earn a 25% interest, Max Resource Corp. must pay $15,000 and issue 200,000 shares, as well as pay a further $15,000 and incur $750,000 of exploration expenditures on the claims by the first anniversary date of the agreement, and a further $250,000 of exploration expenditures by the second anniversary date of the agreement. To earn a further 25%, Max Resource Corp. must incur a further $1-million in exploration expenditures on the claims by the fifth anniversary date of the agreement.



Item 9.  The Offer and Listing



9.1   Offer and Listing Details



Our common shares trade on the TSX Venture Exchange under symbol ASX and on the NASD Over The Counter Bulletin Board under symbol ASXSF.  Our shares have traded on the TSX Venture Exchange, and on its predecessor, the Alberta Stock Exchange, since December 5, 1997.   The following table sets forth the high and low closing prices in Canadian funds of our common shares traded on the TSX Venture Exchange and its predecessors:



Period

High

Low





December 1, 1998 to November 30, 2000

$0.45

$0.02

December 1, 1999 to November 30, 2001

$0.18

$0.04

December 1, 2000 to November 30, 2002

$0.25

$0.10

December 1, 2001 to November 30, 2003

$0.33

$0.13

December 1, 2002 to November 30, 2004

$0.39

$0.19



March 2002 to May 2002

$0.20

$0.13

June 2002 to August 2002

$0.25

$0.15

September 2002 to November 2002

$0.20

$0.12

December 2002 to February 2003

$0.28

$0.13

March 2003 to May 2003

$0.31

$0.17

June 2003 to August 2003

$0.33

$0.14

September 2003 to November 2003

$0.245

$0.14

December 2003 to February 2004

$0.39

$0.21

March 2004 to May 2004

$0.39

$0.22

June 2004 to August 2004

$0.28

$0.20

September 2004 to November 2004

$0.365

$0.19

December 2004 to February 2005

$0.29

$0.19



November 2004                                                          $0.285

$0.225

December 2004

$0.23

$0.195

January 2005

$0.27

$0.19

February 2005

$0.29

$0.20

March 2005

$0.295

$0.22

April 2005

$0.26

$0.21



Effective September 20, 2001, our common shares were consolidated such that every five pre-consolidation common shares were exchanged for one post-consolidation common share.  Concurrently, our name was changed from Alberta Star Mining Corp. to Alberta Star Development Corp.



Our common shares have also been quoted for trading on the Over The Counter Bulletin Board since July 16, 2002.  However, no trades in our common shares occurred on this quotation system until January 29, 2003.  The following sets forth the high and low closing prices in United States funds of our common shares traded on the NASD Over The Counter Bulletin Board since this date:



Period

High

Low





December 1, 2002 to November 30, 2003

$0.235

$0.09

December 1, 2003 to November 30, 2004

$0.32

$0.13



December 2002 to February 2003

$0.14

$0.14

March 2003 to May 2003

$0.20

$0.132

June 2003 to August 2003

$0.235

$0.12

September 2003 to November 2003

$0.19

$0.09

December 2003 to February 2004

$0.32

$0.17

March 2004 to May 2004

$0.30

$0.16

June 2004 to August 2004

$0.23

$0.15

September 2004 to November 2004

$0.31

$0.13

December 2004 to February 2005

$0.25

$0.12



November 2004

$0.23

$0.18

December 2004                                                           $0.195

$0.12

January 2005                                                               $0.21

$0.12

February 2005

$0.25

$0.17

March 2005                                                                 $0.25

$0.17

April 2005

$0.22

$0.17



Item 10.  Additional Information



10.1  Share Capital



Not applicable.



10.2   Bylaws and Articles of Association



We were incorporated under the Business Corporations Act of Alberta by registration of our articles of incorporation and bylaws. Pursuant to the provisions of the Business Corporations Act, a company may conduct any business that it is not restricted by the terms of its articles or bylaws from conducting. Our articles and bylaws contain no such restrictions.



Our directors are required to disclose to the board of directors the nature and extent of their interest in any proposed transaction or contract and must thereafter refrain from voting in respect thereof. An interested director may be counted in the quorum when a determination as to such directors remuneration is being considered but may not vote in respect thereof. The directors have an unlimited power to borrow money, issue debt obligations and mortgage or charge our assets provided such actions are conducted bona fide and in the best interests of the Company. There are no mandatory retirement ages for directors or any required shareholdings.



All holders of common shares are entitled to receive dividends out of assets legally available therefor at such times and in such amounts as the board of directors may from time to time determine. All holders of common shares will share equally on a per share basis in any dividend declared by the board of directors. The dividend entitlement time limit will be fixed by the board of directors at the time any such dividend is declared. Each outstanding common share is entitled to one vote on all matters submitted to a vote of our shareholders in general meeting. There are no cumulative voting rights attached to any of our shares and, accordingly, the holders of more than half of the shares represented at a general meeting can elect all of the directors to be elected in a general meeting.  All directors stand for re-election annually.  Upon any liquidation, dissolution or winding up, all common shareholders are entitled to share ratably in all net assets available for distribution after payment to creditors.  The common shares are not convertible or redeemable and have no preemptive, subscription or conversion rights.  In the event of a merger or consolidation, all common shareholders will be entitled to receive the same per share consideration.



The rights of shareholders may only be altered by the shareholders passing a special resolution at a general meeting. A special resolution may only be passed when it has been circulated to all shareholders by way of an information circular and then must be passed by seventy-five percent of the votes cast at the general meeting.



The board of directors may call annual and extraordinary general meetings when required. One or more shareholders holding in aggregate five percent or more of our issued shares may requisition an extraordinary meeting and the directors are required to hold such meeting within four months of such requisition. Only registered shareholders or persons duly appointed by proxy may be admitted to meetings unless otherwise permitted by the chairman of the meeting.



There are no national limitations or restrictions on the right to own our common shares.



There are no provisions in our bylaws or articles of association that would have the effect of delaying, deferring or preventing a change in control.



There are no provisions in our bylaws or articles of association that establish any threshold for disclosure of ownership.  However, the Alberta Securities Commission requires that persons that are the registered owners of, and/or have voting control over 10% or more of our common shares must file insider reports disclosing securities holdings.



10.3   Material Contracts



We are a party to the following material contracts, all of which are referred to in the exhibits section of this registration statement:





Management Agreement dated December 1, 2000 with T8X Capital Ltd., a private company owned by Mr. Tim Coupland, our president and chief executive officer.  Pursuant to the agreement, Mr. Coupland provides his management services to us for consideration of $5,000 per month for a period of one year.  Thereafter, the agreement continues from month to month until terminated by either party on 30 days written notice.





Option Agreement dated February 12, 1998, as amended with Mongolia Gold Resources Ltd., now known as Tyhee Development Corp. whereby we have the option to acquire the remaining 50% interest in the Longtom property located in the Northwest Territories, Canada for $315,000.  At our option, we may pay half of the exercise price in our common shares.





Mineral Property Purchase Agreement dated January 27, 2003 whereby we have acquired a 50% interest in the Target 1 claim, a 1,781.9-hectare mineral property located adjacent to the Longtom Property for $15,000 and 200,000 common shares in our capital.





Mineral Property Purchase Agreement dated February 17, 2003 whereby we have acquired a 50% interest in the Target 2 claim, a 2,530.8-hectare mineral property located adjacent to the Longtom Property for $15,000 and 200,000 common shares in our capital.





Mineral Property Option Agreement dated September 4, 2003 whereby we have the option to acquire a 50% interest in the Dixie Lake Gold Project.





Purchase and Sale Agreement dated February 8, 2005 between Alberta Star Development Corp. and Lane Dewar, Trevor Teed and Ted Burylo concerning claims comprising the MacInnis Lake Uranium project.





Mineral Property Option Agreement dated May 5, 2004 between Alberta Star Development Corp. and 130485 Ontario Inc. concerning the Dent claims.





Mineral Property Option Agreement  dated May 5, 2004 between Alberta Star Development Corp. and 130485 Ontario Inc. concerning the Shabu Lake claims.





Option and Joint Venture Agreement dated March 18, 2005 between Alberta Star Development Corp. and Fortune Minerals Limited. concerning the Great Slave Copper-Gold Project.





Purchase and Sale Agreement dated March 15, 2005 between Alberta Star Development Corp. and Kalac Holdings Ltd. and David G. Lorne concerning claims comprising the MacInnis Lake Uranium project.





Purchase and Sale Agreement dated April 22, 2005 between Alberta Star Development Corp. and Lane Dewar, Trevor Teed and Ted Burylo concerning the Contact Lake property.





Investor Relations Agreement dated February 17, 2003 whereby we have retained National Media Associates of La Canada, California to conduct media awareness programs on our behalf.





Investor Relations Agreement dated June 9, 2003 whereby we have retained Allan Feldman of Tsawwassen, British Columbia to provide investor relations services to us.



10.4    Exchange Controls and other Limitations Affecting Security Holders



There is no law or governmental decree or regulation in Canada that restricts the export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of common shares, other than withholding tax requirements.  See "Item 10.5. Taxation"



There is no limitation imposed by Canadian law or by our constituent documents on the right of a non-resident to hold or vote common shares, other than are provided in the Investment Canada Act (Canada). The following summarizes the principal features of the Investment Canada Act (Canada).



The Investment Canada Act (Canada) requires certain "non-Canadian" individuals, governments, corporation or other entities who wish to acquire a "Canadian business" (as defined in the Investment Canada Act), or establish a "new Canadian business" (as defined in the Investment Canada Act) to file either a notification or an application for review with a governmental agency known as "Investment Canada". The Investment Canada Act requires that certain acquisition of control of Canadian business by a "non-Canadian" must be reviewed and approved by the Minister responsible for the Investment Canada Act on the basis that the Minister is satisfied that the acquisition is "likely to be of net benefit to Canada", having regard to criteria set forth in the Investment Canada Act. Only acquisitions of control are reviewable under the Investment Canada Act; however, the Investment Canada Act provides detailed rules for the determination of whether control has been acquired and, pursuant to those rules, the acquisition of one-third or more of the voting shares of a corporation may, in some circumstances, be considered to constitute an acquisition of control. Certain reviewable acquisitions of control may not be implemented before being approved by the Minister; if the Minister does not ultimately approve a reviewable acquisition, which has been completed, the acquired Canadian business must be divested. Failure to comply with the review provisions of the Investment Canada Act could result in, amongst other things, an injunction or a court order directing disposition of assets of shares.



10.5        Canadian Federal Income Tax Consequences to United States Investors



A brief description of certain provisions of the tax treaty between Canada and the United States is included below, together with a brief outline of certain taxes, including withholding provisions to which United States security holders are subject under existing laws and regulations of Canada and United States; the consequences, if any, of state and local taxes are not considered. The following information is general and security holders are urged to seek the advice of their own tax advisors, tax counsel or accountants with respect to the applicability or effect on their own individual circumstances of not only the matters referred to herein, but also any state or local taxes.



Canadian federal tax legislation generally requires a 25% withholding from dividends paid or deemed to be paid to the Company's nonresident shareholders. However, shareholders resident in the United States will generally have this rate reduced to 15% through the tax treaty between Canada and the United States. The amount of stock dividends paid to non-residents of Canada will be subject to withholding tax at the same rate as cash dividends. The amount of stock dividend (for tax purposes) would generally be equal to the amount by which our stated capital has increased by reason of the payment of such dividend.  We will furnish additional tax information to shareholders in the event of such a dividend.  Interest paid or deemed to be paid on our debt securities held by non-Canadian residents may also be subject to Canadian withholding tax, depending upon the terms and provisions of such securities and any applicable tax treaty. Under present legislation in the United States, we are generally not subject to United States back up withholding rules, which would require withholding at a rate of 20% on dividends and interest paid to certain United States persons who have not provided us with a taxpayer identification number.



Gains derived from a disposition of shares of the company by a non-resident shareholder will be subject to tax in Canada only if not less than 25% of any class of our shares was owned by the nonresident shareholder and/or persons with whom the nonresident did not deal at arm's length at any time during the five-year period immediately preceding the disposition. In such cases gains derived by a U.S. shareholder from a disposition of our shares would likely be exempt from tax in Canada by virtue of the Canada-U.S. tax treaty.



ALL PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF PURCHASING THE COMMON SHARES.



10.6   Documents on Display



You may review a copy of our filings with the SEC, including exhibits and schedules filed with it, at the SEC's public reference facilities in Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. The SEC maintains a Web site (HTTP://WWW.SEC.GOV) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC .

Item 11.  Quantitative and Qualitative Disclosures About Market Risk



Not applicable.



Item 12.   Descriptions of Securities Other than Equity Securities



Not applicable.

PART II



Item 13.   Defaults, Dividend Arrearages and Delinquencies



Not applicable



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

Proceeds



Not applicable



Item 15.

Controls and Procedures



Evalution of Disclosure Controls



We evaluated the effectiveness of our disclosure controls and procedures as of the end of the 2004 fiscal year.  This evaluation was conducted with the participation of our chief executive officer and our principal accounting officer.



Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to disclosed in the reports we file pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported.





---



Limitations on the Effective of Controls



Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met.  Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs.  These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control.  A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.



Conclusions



Based upon their evaluation of our controls, the chief executive officer and principal accounting officer have concluded that, subject to the limitations noted above, the disclosure controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared.  There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.



Item 16A.

Audit Committee Financial Expert



We do not have an audit committee financial expert serving on our audit committee.

PART III

Item 17.

Financial Statements



Our audited financial statements as prepared by the Companys management and approved by the audit committee include:





our balance sheets as at November 30, 2004 and November 30, 2003;





the following statements for the fiscal years ended November 30, 2004, 2003 and 2002, as well as from our inception to November 30, 2004:





statements of operations and deficit





statements of cash flow; and





statement of changes in shareholders equity



All of these were audited by our auditor, James Stafford, Chartered Accountants.



The financial statements are prepared in accordance with generally accepted accounting principles in Canada and are reconciled to the standards of the Public Company Accounting Oversight Board (United States of America)  in Note 21.  All figures are expressed in Canadian dollars.



Item 18.

Financial Statements



See "Item 17 Financial Statement"



Item 19.

Exhibits





Exhibit 1:

Financial Statements



Exhibit 2:

Certificate of Incorporation and Certificate of Amendment and Registration of Restated Articles *



Exhibit 3:

Bylaws *



Exhibit 4:

Articles of Association *



Exhibit 5:

Option Agreement dated February 12, 1998 between Alberta Star Mining Corp. and Mongolia Gold Resources Ltd. *



Exhibit 6:

Amending agreement between Alberta Star Development Corp. and Tyhee Development Corp.**



Exhibit 7:

Mineral Property Purchase Agreement dated January 27, 2003 between Alberta Star Development Corp. and Mr. David G. Lorne**



Exhibit 8:

Mineral Property Purchase Agreement dated February 17, 2003 between Alberta Star Development Corp. and Mr. David G. Lorne**



Exhibit 9:  Property Option Agreement dated September 4, 2003 between Alberta Star

Development Corp. and Fronteer Development Group Inc.***



Exhibit 10:

Purchase and Sale Agreement dated February 8, 2005 between Alberta Star

Development Corp. and Lane Dewar, Trevor Teed and Ted Burylo.



Exhibit 11:

Mineral Property Option Agreement  Dent Claims dated May 5, 2004 between

Alberta Star Development Corp. and 130485 Ontario Inc.



Exhibit 12: Mineral Property Option Agreement  Shabu Lake Claims dated May 5, 2004

between Alberta Star Development Corp. and 130485 Ontario Inc.



Exhibit 13:

Option and Joint Venture Agreement dated March 18, 2005 between Alberta Star Development Corp. and Fortune Minerals Limited.



Exhibit 14:

Purchase and Sale Agreement dated March 15, 2005 between Alberta Star Development Corp. and Kalac Holdings Ltd. and David G. Lorne.



Exhibit 15: Purchase and Sale Agreement dated April 22, 2005 between Alberta Star

Development Corp. and Lane Dewar, Trevor Teed and Ted Burylo.



Exhibit 16:  Investor Relations Agreement dated February 17, 2003 between Alberta Star

Development Corp. and National Media Associates**



Exhibit 17:  Investor Relations Agreement dated June 9, 2003 between Alberta Star

Development Corp. and Mr. Allan Feldman.***



Exhibit 18:  Management Agreement dated December 1, 2000 between Alberta Star Mining

Corp. and Tim Coupland*



Exhibit 31.1:   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002



Exhibit 31.2:   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002



Exhibit 32.1:  Certification of Chief Executive Officer pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002



Exhibit 32.2:  Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-

Oxley Act of 2002



* incorporated by reference from our Form 20-F that was filed with the commission on June 8, 2001.



**  incorporated by reference from our Form 20-F that was filed with the commission on April 7, 2003.



*** incorporated by reference from our Form 20-F that was filed with the commission on June 1, 2004.



---



SIGNATURE



The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly cause and authorized the undersigned to sign this statement on its behalf.











ALBERTA STAR DEVELOPMENT CORP.



Dated:  May 11, 2005

By:  /s/ Tim Coupland



Tim Coupland, President





---







Alberta Star Development Corp.

(An Exploration Stage Company)



Financial Statements

(Expressed in Canadian dollars)

30 November 2004





---



James Stafford

Chartered Accountants*

Suite 300 - 555 West Georgia Street

Vancouver, British Columbia

Canada V6B 1Z6

Telephone +1 (604) 669 0711

Facsimile +1 (604) 669 0754

*Incorporated professional



Report of Independent Registered Chartered Accountants



To the Shareholders and the Board of Directors of

Alberta Star Development Corp.

(An Exploration Stage Company)



We have audited the accompanying balance sheets of Alberta Star Development Corp., (the Company) (an exploration stage company) as at 30 November 2004 and 2003 and the related statements of operations and deficit, cash flows and changes in shareholders equity for the period from 6 September 1996 (Date of Inception) to 30 November 2004 and for each of the years in the three-year period ended 30 November 2004.  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 Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States of America).  These standards require that we plan and perform an audit to obtain reasonable assurance 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, these financial statements present fairly, in all material respects, the financial position of the Company as at 30 November 2004 and 2003 and the results of its operations, its cash flows and its changes in shareholders equity for the period from 6 September 1996 (Date of Inception) to 30 November 2004 and for each of the years in the three-year period ended 30 November 2004 in accordance with Canadian generally accepted accounting principles.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting.  Accordingly we express no such opinion.

James Stafford

Vancouver, Canada                                                                       Chartered Accountants

2 February 2005



Comments by Independent Registered Chartered Accountants for United States of America Readers on Canada  United States of America Reporting Differences



The standards of the Public Company Accounting Oversight Board (United States of America) requires the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Companys ability to continue as a going concern, such as those described in Note  to the financial statements.  Although we conducted our audits in accordance with both Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States of America), our report to the Shareholders and Board of Directors dated 2 February 2005 is expressed in accordance with Canadian reporting standards, which do not permit a reference to such conditions and events in the report when these are adequately disclosed in the financial statements.

James Stafford

Vancouver, Canada                                                                       Chartered Accountants

2 February 2005



---



Alberta Star Development Corp.

(An Exploration Stage Company)

Balance Sheets

(Expressed in Canadian Dollars)

As at 30 November

|                                                  |  | 2004        |  | 2003       
|------------------------------------------------- |  | ----------- |  | -----------
|                                                  |  | $           |  | $          
|Assets                                            |  |             |  |            
|Current                                           |  |             |  |            
|Cash and cash equivalents                         |  | 1,941,559   |  | 342,817    
|Amounts receivable (Note )                        |  | 106,184     |  | 84,431     
|Prepaid expenses (Note )                          |  | 92,735      |  | -          
|                                                  |  |             |  |            
|                                                  |  | 2,140,478   |  | 427,248    
|                                                  |  |             |  |            
|Property, plant and equipment (Note )             |  | 15,400      |  | 15,679     
|                                                  |  |             |  |            
|                                                  |  | 2,155,878   |  | 442,927    
|Liabilities                                       |  |             |  |            
|Current                                           |  |             |  |            
|Accounts payable and accrued liabilities (Note )  |  | 83,691      |  | 217,036    
|Due to related parties (Note )                    |  | 311         |  | 1,049      
|                                                  |  |             |  |            
|                                                  |  | 84,002      |  | 218,085    
|Shareholders equity                              |  |             |  |            
|Capital stock (Note )                             |  |             |  |            
|Authorized                                        |  |             |  |            
|Unlimited number of preferred shares              |  |             |  |            
|Unlimited number of voting common shares          |  |             |  |            
|Issued and outstanding                            |  |             |  |            
|2004  37,527,290 common shares                   |  |             |  |            
|2003  20,735,499 common shares                   |  | 5,790,386   |  | 3,409,306  
|Contributed surplus(Note )                        |  | 474,226     |  | 232,741    
|Warrants(Note )                                   |  | 787,965     |  | 606,294    
|Deficit, accumulated during the exploration stage |  | (4,980,701) |  | (4,023,499)
|                                                  |  |             |  |            
|                                                  |  | 2,071,876   |  | 224,842    
|                                                  |  |             |  |            
|                                                  |  | 2,155,878   |  | 442,927    

Nature and Continuance of Operations(Note )



Commitments(Note )



Contingency (Note )



On behalf of the Board:

Tim Coupland

Director

Michael Bogin

Director

Tim Coupland

Michael Bogin

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



---



Alberta Star Development Corp.

(An Exploration Stage Company)

Statements of Operations and Deficit

(Expressed in Canadian Dollars)

|                                                                     | Cumulative amounts from inception to 30 November 2004 | For the year ended 30 November 2004 | For the year ended 30 November 2003 | For the year ended 30 November 2002
|-------------------------------------------------------------------- | ----------------------------------------------------- | ----------------------------------- | ----------------------------------- | -----------------------------------
|                                                                     |                                                       | $                                   |                                     | $                                  
|                                                                     |                                                       |                                     |                                     |                                    
|Expenses                                                             |                                                       |                                     |                                     |                                    
|Mineral properties (Schedule 1)                                      |                                                       | 3,160,304                           |                                     | 1,387,282                          
|General and administrative (Schedule 2)                              |                                                       | 2,433,579                           |                                     | 642,029                            
|                                                                     |                                                       |                                     |                                     |                                    
|Net loss before other item and income taxes                          |                                                       | (5,593,883)                         |                                     | (2,029,311)                        
|                                                                     |                                                       |                                     |                                     |                                    
|Other item                                                           |                                                       |                                     |                                     |                                    
|Write-off of property, plant and equipment                           |                                                       | (1,129)                             |                                     | (1,129)                            
|                                                                     |                                                       |                                     |                                     |                                    
|Net loss before income taxes                                         |                                                       | (5,595,012)                         |                                     | (2,030,440)                        
|                                                                     |                                                       |                                     |                                     |                                    
|Future income tax recovery                                           |                                                       | 1,175,568                           |                                     | 1,073,238                          
|                                                                     |                                                       |                                     |                                     |                                    
|Net loss for the year                                                |                                                       | (4,419,444)                         |                                     | (957,202)                          
|                                                                     |                                                       |                                     |                                     |                                    
|Deficit, accumulated during the exploration stage, beginning of year |                                                       | -                                   |                                     | (4,023,499)                        
|                                                                     |                                                       |                                     |                                     |                                    
|Adjustment for change in accounting policy (Note )                   |                                                       | (561,257)                           |                                     | -                                  
|                                                                     |                                                       |                                     |                                     |                                    
|Deficit, accumulated during the exploration stage, end of year       |                                                       | (4,980,701)                         |                                     | (4,980,701)                        
|                                                                     |                                                       |                                     |                                     |                                    
|Basic loss per share (Note )                                         |                                                       |                                     |                                     | (0.03)                             





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



---



Alberta Star Development Corp.

(An Exploration Stage Company)

Statements of Cash Flows

(Expressed in Canadian Dollars)

|                                                                       | Cumulative amounts from inception to 30 November 2004 | For the year ended 30 November 2004 | For the year ended 30 November 2003 | For the year ended 30 November 2002
|---------------------------------------------------------------------- | ----------------------------------------------------- | ----------------------------------- | ----------------------------------- | -----------------------------------
|                                                                       |                                                       | $                                   |                                     | $                                  
|Cash flows from operating activities                                   |                                                       |                                     |                                     |                                    
|Net loss for the year                                                  |                                                       | (4,419,444)                         |                                     | (957,202)                          
|Adjustments to reconcile loss to net cash used by operating activities |                                                       |                                     |                                     |                                    
|Acquisition of mineral property interests (Notes  and )                |                                                       | 142,500                             |                                     | 30,000                             
|Amortization                                                           |                                                       | 20,542                              |                                     | 8,796                              
|Financing fee                                                          |                                                       | 23,000                              |                                     | -                                  
|Future income taxes (Note )                                            |                                                       | (1,175,568)                         |                                     | (1,073,238)                        
|Stock-based compensation (Note )                                       |                                                       | 221,665                             |                                     | -                                  
|Write-off of plant, property and equipment                             |                                                       | 1,129                               |                                     | 1,129                              
|                                                                       |                                                       | (5,186,176)                         |                                     | (1,990,515)                        
|Changes in operating assets and liabilities                            |                                                       |                                     |                                     |                                    
|(Increase) decrease in amounts receivable                              |                                                       | (106,184)                           |                                     | (21,753)                           
|(Increase) decrease in prepaid expenses                                |                                                       | (92,735)                            |                                     | (92,735)                           
|Increase (decrease) in accounts payable                                |                                                       | 83,691                              |                                     | (133,345)                          
|Increase (decrease) in due to related parties                          |                                                       | 311                                 |                                     | (738)                              
|                                                                       |                                                       | (5,301,093)                         |                                     | (2,239,086)                        
|Cash flows from investing activities                                   |                                                       |                                     |                                     |                                    
|Purchase of property, plant and equipment                              |                                                       | (37,071)                            |                                     | (9,646)                            
|Cash flows from financing activities                                   |                                                       |                                     |                                     |                                    
|Change in accounting policy (Note )                                    |                                                       | (561,257)                           |                                     | -                                  
|Issuance of common shares for cash                                     |                                                       | 2,411,928                           |                                     | -                                  
|Issuance of flow-through shares for cash                               |                                                       | 2,948,845                           |                                     | 2,695,560                          
|Issuance of warrants for cash                                          |                                                       | 1,256,959                           |                                     | 544,720                            
|Warrants exercised                                                     |                                                       | 1,431,667                           |                                     | 784,492                            
|Options exercised                                                      |                                                       | 137,293                             |                                     | 40,600                             
|Share issuance costs                                                   |                                                       | (345,712)                           |                                     | (217,898)                          
|                                                                       |                                                       | 7,279,723                           |                                     | 3,847,474                          
|Increase (decrease) in cash and cash equivalents                       |                                                       | 1,941,559                           |                                     | 1,598,742                          
|Cash and cash equivalents, beginning of year                           |                                                       | -                                   |                                     | 342,817                            
|                                                                       |                                                       |                                     |                                     |                                    
|Cash and cash equivalents, end of year                                 |                                                       | 1,941,559                           |                                     | 1,941,559                          

Supplemental Disclosures with Respect to Cash Flows(Note )

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



---



Alberta Star Development Corp.

(An Exploration Stage Company)

Statements of Changes in Shareholders Equity

(Expressed in Canadian Dollars)

|                                                       | Number of shares issued | Share capital | Contributed surplus
(Note  and ) | Warrants
(Note  and ) | Deficit accumulated during the exploration stage | Total Shareholders equity
|------------------------------------------------------ | ----------------------- | ------------- | -------------------------------- | --------------------- | ------------------------------------------------ | --------------------------
|                                                       |                         |               |                                  | $                     |                                                  | $                         
|Balance at 6 September 1996                            |                         | -             |                                  | -                     |                                                  | -                         
|Shares issued  cash ($0.05 per share)                 |                         | 5,800,000     |                                  | 290,000               |                                                  | -                         
|Shares issued  cash ($0.10 per share)                 |                         | 2,000,000     |                                  | 200,000               |                                                  | -                         
|Share issue costs  cash paid                          |                         | -             |                                  | (59,613)              |                                                  | -                         
|Net loss for the year                                  |                         | -             |                                  | -                     |                                                  | -                         
|                                                       |                         |               |                                  |                       |                                                  |                           
|Balance at 30 November 1997                            |                         | 7,800,000     |                                  | 430,387               |                                                  | -                         
|Shares issued  cash ($0.20 per share)                 |                         | 150,000       |                                  | 30,000                |                                                  | -                         
|Shares issued  mineral property ($0.07925 per share)  |                         | 4,000,000     |                                  | 317,000               |                                                  | -                         
|Stock options exercised ($0.10 per share)              |                         | 80,000        |                                  | 8,000                 |                                                  | -                         
|Share issue costs  cash paid                          |                         | -             |                                  | (19,870)              |                                                  | -                         
|Net loss for the year                                  |                         | -             |                                  | -                     |                                                  | -                         
|                                                       |                         |               |                                  |                       |                                                  |                           
|Balance at 30 November 1998                            |                         | 12,030,000    |                                  | 765,517               |                                                  | -                         
|Shares issued  cash ($0.10 per share)                 |                         | 345,000       |                                  | 34,500                |                                                  | -                         
|Stock options exercised ($0.10 per share)              |                         | 70,000        |                                  | 7,000                 |                                                  | -                         
|Share issue costs  cash paid                          |                         | -             |                                  | (150)                 |                                                  | -                         
|Net loss for the year                                  |                         | -             |                                  | -                     |                                                  | -                         
|                                                       |                         |               |                                  |                       |                                                  |                           
|Balance at 30 November 1999                            |                         | 12,445,000    |                                  | 806,867               |                                                  | -                         
|Shares issued  cash ($0.10 per share)                 |                         | 2,000,000     |                                  | 200,000               |                                                  | -                         
|Shares issued for settlement of debt ($0.10 per share) |                         | 669,180       |                                  | 66,918                |                                                  | -                         
|Share issue costs  cash paid                          |                         | -             |                                  | (3,977)               |                                                  | -                         
|Net loss for the year                                  |                         | -             |                                  | -                     |                                                  | -                         
|                                                       |                         |               |                                  |                       |                                                  |                           
|Balance at 30 November 2000                            |                         | 15,114,180    |                                  | 1,069,808             |                                                  | -                         
|Shares issued  cash ($0.10 per unit)                  |                         | 2,450,000     |                                  | 245,000               |                                                  | -                         
|Stock options exercised ($0.10 per share)              |                         | 550,000       |                                  | 55,000                |                                                  | -                         
|Share consolidation 5:1                                |                         | (14,491,344)  |                                  | -                     |                                                  | -                         
|Shares issued  cash ($0.15 per unit)                  |                         | 633,333       |                                  | 81,902                |                                                  | -                         
|Warrants granted                                       |                         | -             |                                  | -                     |                                                  | -                         
|Share issue costs  cash paid                          |                         | -             |                                  | (2,306)               |                                                  | -                         
|Adjustment for change in accounting policy (Note )     |                         | -             |                                  | -                     |                                                  | -                         
|Net loss for the year                                  |                         | -             |                                  | -                     |                                                  | -                         
|                                                       |                         |               |                                  |                       |                                                  |                           
|Balance at 30 November 2001                            |                         | 4,256,169     |                                  | 1,449,404             |                                                  | -                         



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



---



Alberta Star Development Corp.

(An Exploration Stage Company)

Statements of Changes in Shareholders Equity

(Expressed in Canadian Dollars)

|                                                                   | Number of shares issued | Share capital | Contributed surplus
(Note  and ) | Warrants
(Note  and ) | Deficit accumulated during the exploration stage | Total Shareholders equity
|------------------------------------------------------------------ | ----------------------- | ------------- | -------------------------------- | --------------------- | ------------------------------------------------ | --------------------------
|                                                                   |                         |               |                                  | $                     |                                                  | $                         
|Balance forward at 30 November 2001                                |                         | 4,256,169     |                                  | 1,449,404             |                                                  | -                         
|Shares issued  cash ($0.10 per unit)                              |                         | 1,750,000     |                                  | 41,700                |                                                  | -                         
|Shares issued  cash ($0.15 per unit)                              |                         | 3,500,000     |                                  | 417,900               |                                                  | -                         
|Stock options exercised ($0.14 per share)                          |                         | 220,000       |                                  | 30,800                |                                                  | -                         
|Shares issued for service ($0.15 per share) (Note )                |                         | 100,000       |                                  | 15,000                |                                                  | -                         
|Warrants granted                                                   |                         | -             |                                  | -                     |                                                  | -                         
|Share issue costs  cash paid                                      |                         | -             |                                  | (53,375)              |                                                  | -                         
|Net loss for the year                                              |                         | -             |                                  | -                     |                                                  | -                         
|Balance at 30 November 2002                                        |                         | 9,826,169     |                                  | 1,901,429             |                                                  | -                         
|Flow-through shares issued  cash ($0.15 per unit)                 |                         | 666,667       |                                  | 26,747                |                                                  | -                         
|Flow-through shares issued  cash ($0.25 per unit)                 |                         | 680,000       |                                  | 118,517               |                                                  | -                         
|Shares issued  cash ($0.15 per unit)                              |                         | 666,333       |                                  | 26,733                |                                                  | -                         
|Shares issued  cash ($0.23 per unit)                              |                         | 3,500,000     |                                  | 556,325               |                                                  | -                         
|Shares issued  cash ($0.25 per unit)                              |                         | 160,000       |                                  | 27,887                |                                                  | -                         
|Warrants exercised ($0.10 per share)                               |                         | 250,000       |                                  | 34,010                |                                                  | -                         
|Warrants exercised ($0.14 per share)                               |                         | 425,000       |                                  | 94,715                |                                                  | -                         
|Warrants exercised ($0.15 per share)                               |                         | 3,500,000     |                                  | 632,100               |                                                  | -                         
|Warrants exercised ($0.19 per share)                               |                         | 50,000        |                                  | 9,893                 |                                                  | -                         
|Warrants exercised ($0.20 per share)                               |                         | 100,000       |                                  | 21,629                |                                                  | -                         
|Stock options exercised ($0.14 per share)                          |                         | 82,808        |                                  | 11,593                |                                                  | -                         
|Stock options exercised ($0.15 per share)                          |                         | 362,000       |                                  | 54,300                |                                                  | -                         
|Agent compensation warrants exercised ($0.15 per share)            |                         | 54,500        |                                  | 8,175                 |                                                  | -                         
|Shares issued for mineral property ($0.17 per share) (Notes  and ) |                         | 50,000        |                                  | 8,500                 |                                                  | -                         
|Shares issued for mineral property ($0.24 per share) (Notes  and ) |                         | 200,000       |                                  | 48,000                |                                                  | -                         
|Shares issued for mineral property ($0.28 per share) (Notes  and ) |                         | 200,000       |                                  | 56,000                |                                                  | -                         
|Shares issued for service ($0.23 per share) (Note )                |                         | 100,000       |                                  | 23,000                |                                                  | -                         
|Warrants granted                                                   |                         | -             |                                  | -                     |                                                  | -                         
|Warrants expired                                                   |                         | -             |                                  | -                     |                                                  | 11,076                    
|Share issue costs  cash paid                                      |                         | -             |                                  | (89,439)              |                                                  | -                         
|Share issue costs  warrants                                       |                         | -             |                                  | (58,478)              |                                                  | -                         
|Stock-based compensation (Note )                                   |                         | -             |                                  | -                     |                                                  | 221,665                   
|Tax benefits renounced to flow-through share subscribers (Note )   |                         | -             |                                  | (102,330)             |                                                  | -                         
|Escrow shares cancelled                                            |                         | (137,978)     |                                  | -                     |                                                  | -                         
|Net loss for the year                                              |                         | -             |                                  | -                     |                                                  | -                         
|Balance at 30 November 2003                                        |                         | 20,735,499    |                                  | 3,409,306             |                                                  | 232,741                   

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



---



Alberta Star Development Corp.

(An Exploration Stage Company)

Statements of Changes in Shareholders Equity

(Expressed in Canadian Dollars)

|                                                                   | Number of shares issued | Share capital | Contributed surplus
(Note  and ) | Warrants
(Note  and ) | Deficit accumulated during the exploration stage | Total Shareholders equity
|------------------------------------------------------------------ | ----------------------- | ------------- | -------------------------------- | --------------------- | ------------------------------------------------ | --------------------------
|                                                                   |                         |               |                                  | $                     |                                                  | $                         
|Balance forward at 30 November 2003                                |                         | 20,735,499    |                                  | 3,409,306             |                                                  | 232,741                   
|Flow-through shares issued  cash ($0.25 per unit) (Note )         |                         | 5,655,000     |                                  | 1,211,456             |                                                  | -                         
|Flow-through shares issued  cash ($0.27 per unit) (Note )         |                         | 6,764,926     |                                  | 1,484,104             |                                                  | -                         
|Warrants exercised ($0.14 per share) (Note )                       |                         | 1,075,000     |                                  | 239,574               |                                                  | -                         
|Warrants exercised ($0.20 per share) (Note )                       |                         | 395,333       |                                  | 122,506               |                                                  | -                         
|Warrants exercised ($0.28 per share) (Note )                       |                         | 400,000       |                                  | 142,284               |                                                  | -                         
|Warrants exercised ($0.30 per share) (Note )                       |                         | 571,000       |                                  | 211,870               |                                                  | -                         
|Agent compensation warrants exercised ($0.15 per share) (Note )    |                         | 645,500       |                                  | 96,825                |                                                  | -                         
|Agent compensation warrants exercised ($0.25 per share) (Note )    |                         | 699,200       |                                  | 233,211               |                                                  | -                         
|Stock options exercised ($0.14 per share) (Note )                  |                         | 40,000        |                                  | 5,600                 |                                                  | -                         
|Stock options exercised ($0.20 per share) (Note )                  |                         | 175,000       |                                  | 35,000                |                                                  | -                         
|Shares issued for mineral property ($0.17 per share) (Notes  and ) |                         | 100,000       |                                  | 17,000                |                                                  | -                         
|Shares issued for mineral property ($0.26 per share) (Notes  and ) |                         | 50,000        |                                  | 13,000                |                                                  | -                         
|Shares issued for service ($0.25 per share) (Notes  and )          |                         | 24,376        |                                  | 6,094                 |                                                  | -                         
|Shares issued for service ($0.27 per unit) (Notes  and )           |                         | 196,456       |                                  | 43,059                |                                                  | -                         
|Warrants granted (Note )                                           |                         | -             |                                  | -                     |                                                  | -                         
|Warrants expired (Note )                                           |                         | -             |                                  | -                     |                                                  | 241,418                   
|Agent compensation warrants expired (Note )                        |                         | -             |                                  | -                     |                                                  | 67                        
|Share issue costs  cash paid                                      |                         | -             |                                  | (217,898)             |                                                  | -                         
|Share issue costs  shares                                         |                         | -             |                                  | (49,153)              |                                                  | -                         
|Share issue costs  warrants                                       |                         | -             |                                  | (140,214)             |                                                  | -                         
|Tax benefits renounced to flow-through share subscribers (Note )   |                         | -             |                                  | (1,073,238)           |                                                  | -                         
|Net loss for the year                                              |                         | -             |                                  | -                     |                                                  | -                         
|                                                                   |                         |               |                                  |                       |                                                  |                           
|Balance at 30 November 2004                                        |                         | 37,527,290    |                                  | 5,790,386             |                                                  | 474,226                   



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



---



Alberta Star Development Corp.

(An Exploration Stage Company)

Schedule 1  Mineral Properties

(Expressed in Canadian Dollars)

|                                                       | Cumulative amounts from inception to 30 November 2004 | For the year ended 30 November 2004 | For the year ended 30 November 2003 | For the year ended 30 November 2002
|------------------------------------------------------ | ----------------------------------------------------- | ----------------------------------- | ----------------------------------- | -----------------------------------
|                                                       |                                                       | $                                   |                                     | $                                  
|                                                       |                                                       |                                     |                                     |                                    
|Operating expenses                                     |                                                       |                                     |                                     |                                    
|Consulting fees                                        |                                                       | 296,843                             |                                     | 240,309                            
|Drilling                                               |                                                       | 210,057                             |                                     | -                                  
|Field                                                  |                                                       | 172,418                             |                                     | 980                                
|Geology and engineering                                |                                                       | 432,228                             |                                     | (10,085)                           
|Travel                                                 |                                                       | 338,807                             |                                     | 21,231                             
|                                                       |                                                       |                                     |                                     |                                    
|                                                       |                                                       | 1,450,353                           |                                     | 252,435                            
|                                                       |                                                       |                                     |                                     |                                    
|Acquisition of mineral property interests(Notes  and ) |                                                       | 1,606,461                           |                                     | 1,142,847                          
|                                                       |                                                       |                                     |                                     |                                    
|Recovery of mineral property costs                     |                                                       | (45,497)                            |                                     | (8,000)                            
|                                                       |                                                       |                                     |                                     |                                    
|Sales of mineral property interests
(Notes  and )      |                                                       | (71,565)                            |                                     | -                                  
|                                                       |                                                       |                                     |                                     |                                    
|Write-off of mineral properties and related costs      |                                                       | 220,552                             |                                     | -                                  
|                                                       |                                                       |                                     |                                     |                                    
|                                                       |                                                       | 3,160,304                           |                                     | 1,387,282                          





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



---



Alberta Star Development Corp.

(An Exploration Stage Company)

Schedule 2  General and Administrative Expenses

(Expressed in Canadian Dollars)

|                                                                           | Cumulative amounts from inception to 30 November 2004 | For the year ended 30 November 2004 | For the year ended 30 November 2003 | For the year ended 30 November 2002
|-------------------------------------------------------------------------- | ----------------------------------------------------- | ----------------------------------- | ----------------------------------- | -----------------------------------
|                                                                           |                                                       | $                                   |                                     | $                                  
|                                                                           |                                                       |                                     |                                     |                                    
|Advertising and promotion                                                  |                                                       | 221,611                             |                                     | 142,905                            
|Amortization                                                               |                                                       | 20,542                              |                                     | 8,796                              
|Automotive                                                                 |                                                       | 31,316                              |                                     | 3,823                              
|Bank charges and interest (Note )                                          |                                                       | 7,761                               |                                     | 3,967                              
|Consulting fees (Note )                                                    |                                                       | 417,174                             |                                     | 66,528                             
|Filing and financing fees (Note )                                          |                                                       | 101,761                             |                                     | 28,280                             
|Legal and accounting (Note )                                               |                                                       | 413,042                             |                                     | 106,587                            
|Management fees (Note )                                                    |                                                       | 348,387                             |                                     | 60,000                             
|Meals and entertainment                                                    |                                                       | 68,870                              |                                     | 25,561                             
|Office and miscellaneous                                                   |                                                       | 141,137                             |                                     | 70,547                             
|Rent and utilities                                                         |                                                       | 52,305                              |                                     | 8,564                              
|Secretarial fees (Note )                                                   |                                                       | 152,130                             |                                     | 32,019                             
|Stock-based compensation (Note )                                           |                                                       | 221,665                             |                                     | -                                  
|Telephone and internet                                                     |                                                       | 20,975                              |                                     | 6,120                              
|Transfer fees and shareholder information                                  |                                                       | 200,687                             |                                     | 78,332                             
|Travel                                                                     |                                                       | 14,216                              |                                     | -                                  
|                                                                           |                                                       |                                     |                                     |                                    
|                                                                           |                                                       | 2,433,579                           |                                     | 642,029                            
|                                                                           |                                                       |                                     |                                     |                                    
|                                                                           |                                                       |                                     |                                     |                                    
|                                                                           |                                                       |                                     |                                     |                                    
|                                                                           |                                                       |                                     |                                     |                                    
|The accompanying notes are an integral part of these financial statements.



---



Alberta Star Development Corp.

(An Exploration Stage Company)

Notes to Financial Statements

(Expressed in Canadian Dollars)

30 November 2004



1.

Nature and Continuance of Operations



Alberta Star Development Corp. (the Company) was incorporated under the laws of the province of Alberta on 6 September 1996 and is in the exploration stage.



The Company is in the business of acquiring and exploring mineral properties.  The recoverability of the amounts expended by the Company on acquiring and exploring mineral properties is dependent upon the existence of economically recoverable reserves, the ability of the Company to complete the acquisition and/or development of the properties and upon future profitable production.



The Companys financial statements as at 30 November 2004 and for the year then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.  The Company has a loss of $957,202 for the year ended 30 November 2004 (2003 - $1,941,606, 2002 - $608,910) and has working capital of $2,056,476 at 30 November 2004 (2003 - $209,163).



Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital.  However, based on its prior demonstrated ability to raise capital, management believes that the Companys capital resources should be adequate to continue operating and maintain its business strategy during fiscal 2005.  However, if the Company is unable to raise additional capital in the near future, due to the Companys liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favourable terms and/or pursue other remedial measures.  These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.



2.

Changes in Accounting Policies



i.

Effective 1 December 2002, the Company adopted, on a prospective basis, the provisions of new Section 3870 Stock-Based Compensation and Other Stock Based Payments of the Canadian Institute of Chartered Accountants Handbook (Section 3870).  Section 3870 establishes standards for the recognition, measurement and disclosure of stock-based compensation and other stock-based payments to both employees and non-employees.  Section 3870 recommends that certain stock-based transactions, such as the grant of stock options, be accounted for at fair value.  The section is only applicable to transactions that occurred on or after 1 December 2002.



ii.

The Canadian Institute of Chartered Accountants (the CICA) issued new accounting recommendations for the presentation and disclosure of basic and diluted earnings per share.  Effective 1 January 2001, the Company adopted these new recommendations on a retroactive basis.  The most significant change under the new recommendations is the use of the treasury stock method instead of the imputed earnings approach in computing diluted earnings per share.  The retroactive impacts of adopting the new recommendations for the years ended 30 November 2004, 2003 and 2002 had no impact on earnings per share.



iii.

The CICA issued Accounting Guideline No. 11, which covers the Companys exploration activities.  In the past, the Company has capitalized certain exploration costs both on the Longtom Property and the Harrison Lake Property that were not covered by feasibility studies, whereas under the new guideline, the Company would be required to expense these amounts in the year incurred.  Effective 1 January 2001, the Company adopted these new recommendations on a retroactive basis, but has not restated prior year comparative financial statements.  The impact as at 1 January 2001 of the adoption of these new recommendations is to reduce mineral properties by $561,257 and to increase deficit, accumulated during the exploration stage by $561,257.



3.

Significant Accounting Policies



The accounting policies of the Company are in accordance with Canadian generally accepted accounting principles (Canadian GAAP).  These policies conform, in all material respects, with United States generally accepted accounting principles (US GAAP), except as discussed in Note .  Outlined below are those policies considered particularly significant.



Cash and cash equivalents



Cash and cash equivalents include highly liquid investments with original maturities of three months or less.



Property, plant and equipment



Property, plant and equipment are recorded at cost and are amortized over their estimated useful lives at the following annual rates, with half the rate being applied in the year of acquisition:



Computer equipment

30%

declining balance

Equipment

20%

declining balance

Website graphics

3 years

straight line



Foreign exchange



Transaction amounts denominated in foreign currencies are translated into functional currency at exchange rates prevailing at transaction dates.



Mineral properties and deferred exploration costs



Mineral exploration costs are expensed as incurred.  When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, costs incurred prospectively to develop the property are capitalized as incurred and are depreciated using the unit-of-production depreciation method over the estimated life of the ore body based on proven and probable reserves.Major development costs incurred after the commencement of production, are capitalized as incurred and are depreciated using the unit-of-production depreciation method based on proven and probable reserves.



Ongoing development expenditures to maintain production are charged to operations as incurred.

Mineral property and deferred exploration costs are currently charged to operations as incurred since the Company has not met the criteria for deferral of acquisition and development costs under Canadian generally accepted accounting principles.



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



Reclamation costs



The Companys policy for recording reclamation costs is to record a liability for the estimated costs to reclaim mined land by recording charges to production costs for each tonne of ore mined over the life of the mine.  The amount charged is based on managements estimation of reclamation costs to be incurred.  The accrued liability is reduced as reclamation expenditures are made.  Certain reclamation work is performed concurrently with mining and these expenditures are charged to operations at that time.



Stock-based compensation



Effective 1 December 2002, the Company adopted, on a prospective basis, the provisions of new Section 3870 Stock-Based Compensation and Other Stock Based Payments of the Canadian Institute of Chartered Accountants Handbook (Section 3870).  Section 3870 establishes standards for the recognition, measurement and disclosure of stock-based compensation and other stock-based payments to both employees and non-employees.  Section 3870 recommends that certain stock-based transactions, such as the grant of stock options, be accounted for at fair value.  The section is only applicable to transactions that occurred on or after 1 December 2002.



Basic loss per share



Loss per share is calculated using the weighted average number of common shares outstanding during the year.  For the years ended 30 November 2004, 2003 and 2002, the weighted average number of common shares outstanding was 27,557,850, 15,745,310 and 6,074,336, respectively.



Fully diluted earnings per share consider the dilutive impact of the conversion of

outstanding stock options and warrants as if the events had occurred at the beginning of the year.  For the years ended 30 November 2004, 2003 and 2002, this calculation proved to be anti-dilutive.



Impairment of long-lived assets



Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition.  The amount of the impairment loss to be recorded is calculated by the excess of the assets carrying value over its fair value.  Fair value is determined using a discounted cash flow analysis.



Flow-through common shares



The Company has financed a portion of its exploration activities through the issue of flow-through shares, which transfer the tax deductibility of exploration expenditures to the investor.  Proceeds received on the issue of such shares have been credited to share capital and the related exploration costs have been charged to exploration properties and deferred exploration expenditures.  A future income tax liability is recognized, and the shareholders equity reduced, on the date the Company renounces the expenditures, provided there is reasonable assurance that the expenditures will be made.



Income taxes



The Company uses the liability method of accounting for income taxes whereby future income taxes are recognized for the tax consequences of temporary differences by applying statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of certain assets and liabilities.  The Company recognizes a future income tax asset when it appears more likely than not that some or all of the future income tax assets will be realized.



Use of estimates



The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reported period.  Actual results could differ from these estimates.



Financial instruments



Financial instruments are initially recorded at historical costs.  If subsequent circumstances indicate that a decline in fair value of a financial instrument is other than temporary, the financial asset is written-down to its fair value.

Values



The amounts shown for mineral properties and for deferred exploration costs represent costs to date, and do not necessarily represent present or future values, as they are entirely dependent upon the economic recovery of future reserves.



Comparative figures



Certain comparative figures have been adjusted to conform to the current periods presentation.  This includes the regrouping of 700,000 agent compensation warrants (Note ) and greater disclosure of warrants and agent compensation warrants in general (Note ).



4.

Amounts Receivable



Amounts receivable are non-interest bearing, unsecured and have settlement dates within one year.



|                                       |  | 2004    |  | 2003  
|-------------------------------------- |  | ------- |  | ------
|                                       |  | $       |  | $     
|                                       |  |         |  |       
|Goods and Services Tax receivable      |  | 106,184 |  | 58,323
|Mineral property expenditures recovery |  | -       |  | 26,108
|                                       |  |         |  |       
|                                       |  | 106,184 |  | 84,431



5.

Property, Plant and Equipment



|                   |  |        |  | Accumulated  |  | Net book value
|------------------ |  | ------ |  | ------------ |  | --------------
|                   |  | Cost   |  | amortization |  | 2004          
|                   |  | $      |  | $            |  | $             
|                   |  |        |  |              |  |               
|Computer equipment |  | 14,627 |  | 3,464        |  | 11,163        
|Equipment          |  | 2,756  |  | 1,387        |  | 1,369         
|Website graphics   |  | 17,210 |  | 14,342       |  | 2,868         
|                   |  |        |  |              |  |               
|                   |  | 34,593 |  | 19,193       |  | 15,400        



During the year ended 30 November 2004, total additions to property, plant and equipment were $9,646 (2003 - $5,792).



Mineral Properties



Longtom Property, Northwest Territories



The Company holds a 50% undivided interest in the Longtom Property (the Longtom Property) located about 350 kilometers northwest of Yellowknife, in the Northwest Territories, Canada.  The Longtom Property is registered 100% in the name of the Company and the Company is the operator of the Longtom Property.  The Companys 50% interest in the Longtom Property is subject to a 2% net smelter royalty.



The Company has the right to acquire the remaining 50% interest in the Longtom Property (the Longtom Option) for $315,000 payable either in cash or50% ($157,500) in cash and 50% in common shares of the Company.  The deemed price of the Companys shares issued on the exercise of the Longtom Option would be the average TSX Venture Exchange closing market price of its common shares on the five trading days immediately proceeding and the five trading days immediately following the date that the option is exercised. The Company is compelled to exercise the Longtom Option: 1) within 90 days from the date it has incurred $5,000,000 in exploration expenditures on the Longtom Property; or 2) at the date the Company advises the optionor in writing that it will complete the Longtom Option to purchase the remaining 50% interest in the Longtom Property (Note ).



The Company has the right to enter into joint venture or option agreements related to the Longtom Property with third parties prior to the exercise of the Longtom Option.



During the year ended 30 November 2003, the Company entered into a non-binding letter of intent (the Letter of Intent) with Fronteer Development Group Inc. (Fronteer).  Under the Letter of Intent, Fronteer may earn up to a 75% interest in the Longtom Property by paying the Company $15,000 cash and spending an aggregate of $500,000 on exploration expenditures over three years according to the following schedule:



·

Pay $5,000 cash on signing (received);

·

Pay $3,000 cash (received) and incur $50,000 in exploration expenditures by 27 October 2004 (incurred);

·

Pay $3,000 cash and incur $150,000 in exploration expenditures by 27 October 2005; and

·

Pay $4,000 cash and incur $300,000 in exploration expenditures by 27 October 2006.



Fronteer will be the operator of the program during the earn-in period.  In the event that Fronteer fails to meet its obligations, Fronteer shall forfeit all interest in the Longtom Property.



This Letter of Intent was finalized during the period ended 30 November 2004 and was approved by TSX Venture Exchange.



During the year ended 30 November 2002, the Company sold a 5% interest in three mineral claims in the Longtom Property for cash proceeds of $55,000.



Expenditures related to the Longtom Property can be summarized as follows:



|                                                  | Cumulative amounts from inception to 30 November 2004 | For the year ended 30 November 2004 | For the year ended 30 November 2003 | For the year ended 30 November 2002
|------------------------------------------------- | ----------------------------------------------------- | ----------------------------------- | ----------------------------------- | -----------------------------------
|                                                  |                                                       | $                                   |                                     | $                                  
|                                                  |                                                       |                                     |                                     |                                    
|Operating expenses                                |                                                       |                                     |                                     |                                    
|Consulting fees                                   |                                                       | 179,914                             |                                     | 125,948                            
|Drilling                                          |                                                       | 210,057                             |                                     | -                                  
|Field                                             |                                                       | 147,024                             |                                     | -                                  
|Geology and engineering                           |                                                       | 416,804                             |                                     | (11,624)                           
|Travel                                            |                                                       | 322,517                             |                                     | 20,489                             
|                                                  |                                                       |                                     |                                     |                                    
|                                                  |                                                       | 1,276,316                           |                                     | 134,813                            
|                                                  |                                                       |                                     |                                     |                                    
|Recovery of mineral property costs                |                                                       | (45,497)                            |                                     | (8,000)                            
|                                                  |                                                       |                                     |                                     |                                    
|Sales of mineral property interests               |                                                       | (55,000)                            |                                     | -                                  
|                                                  |                                                       |                                     |                                     |                                    
|Write-off of mineral properties and related costs |                                                       | 220,552                             |                                     | -                                  
|                                                  |                                                       |                                     |                                     |                                    
|                                                  |                                                       | 1,396,371                           |                                     | 126,813                            



Longtom Property Target 1, Northwest Territories



During the year ended 30 November 2003, the Company acquired a 50% interest in a 1,781.9 hectare mineral property located in the Longtom Lake area of the Northwest Territories for cash proceeds of $15,000 and 200,000 common shares of the Company valued at $56,000 (Note ).



Expenditures related to the Longtom Property Target 1 can be summarized as follows:



|                                          | Cumulative amounts from inception to 30 November 2004 | For the year ended 30 November 2004 | For the year ended 30 November 2003 | For the year ended 30 November 2002
|----------------------------------------- | ----------------------------------------------------- | ----------------------------------- | ----------------------------------- | -----------------------------------
|                                          |                                                       | $                                   |                                     | $                                  
|                                          |                                                       |                                     |                                     |                                    
|Operating expenses                        |                                                       |                                     |                                     |                                    
|Consulting fees                           |                                                       | 12,180                              |                                     | 12,180                             
|                                          |                                                       |                                     |                                     |                                    
|Acquisition of mineral property interests |                                                       | 71,000                              |                                     | -                                  
|                                          |                                                       |                                     |                                     |                                    
|                                          |                                                       | 83,180                              |                                     | 12,180                             



Longtom Property Target 2, Northwest Territories



During the year ended 30 November 2003, the Company entered into an agreement to acquire a 50% interest in a 2,530.8hectare mineral property located in the Longtom Lake area of the Northwest Territories for cash proceeds of $15,000 and 200,000 common shares of the Company valued at $48,000 (Note ).



Expenditures related to the Longtom Property Target 2 can be summarized as follows:



|                                          | Cumulative amounts from inception to 30 November 2004 | For the year ended 30 November 2004 | For the year ended 30 November 2003 | For the year ended 30 November 2002
|----------------------------------------- | ----------------------------------------------------- | ----------------------------------- | ----------------------------------- | -----------------------------------
|                                          |                                                       | $                                   |                                     | $                                  
|                                          |                                                       |                                     |                                     |                                    
|Operating expenses                        |                                                       |                                     |                                     |                                    
|Consulting fees                           |                                                       | 12,180                              |                                     | 12,180                             
|                                          |                                                       |                                     |                                     |                                    
|Acquisition of mineral property interests |                                                       | 63,000                              |                                     | -                                  
|                                          |                                                       |                                     |                                     |                                    
|                                          |                                                       | 75,180                              |                                     | 12,180                             



Harrison Lake Property, British Columbia



During the year ended 30 November 2001, the Company acquired three mineral claims (the Harrison Lake Property) located in the New Westminster Mining Division, British Columbia, for cash proceeds of $100,000.  This amount was expensed as incurred.



On 15 February 2002, the Company entered into an agreement with Candorado Operating Company Ltd. (Candorado) to sell the Harrison Lake Property for proceeds of 200,000 common shares of Candorado.  The 200,000 common shares were received on 21 January 2003, sold on the same day for cash proceeds of $16,565 (Note ).



Expenditures related to the Harrison Lake Property can be summarized as follows:



|                                          | Cumulative amounts from inception to 30 November 2004 | For the year ended 30 November 2004 | For the year ended 30 November 2003 | For the year ended 30 November 2002
|----------------------------------------- | ----------------------------------------------------- | ----------------------------------- | ----------------------------------- | -----------------------------------
|                                          |                                                       | $                                   |                                     | $                                  
|                                          |                                                       |                                     |                                     |                                    
|Acquisition of mineral property interests |                                                       | 100,000                             |                                     | -                                  
|                                          |                                                       |                                     |                                     |                                    
|Sales of mineral property interests       |                                                       | (16,565)                            |                                     | -                                  
|                                          |                                                       |                                     |                                     |                                    
|                                          |                                                       | 83,435                              |                                     | -                                  



Lagarde Property



During the year ended 30 November 2001, the Company entered into an agreement to participate in the Lagarde Project Drill Program (the Lagarde Property). Under the agreement, the Company paid exploration expenditures of $56,415 for drilling in return for a 5% participating interest in the Lagarde Property. The drilling program was completed and the Company has now abandoned its interest. These amounts have been expensed as incurred.



Expenditures related to the Lagarde Property can be summarized as follows:



|                        | Cumulative amounts from inception to 30 November 2004 | For the year ended 30 November 2004 | For the year ended 30 November 2003 | For the year ended 30 November 2002
|----------------------- | ----------------------------------------------------- | ----------------------------------- | ----------------------------------- | -----------------------------------
|                        |                                                       | $                                   |                                     | $                                  
|                        |                                                       |                                     |                                     |                                    
|Operating expenses      |                                                       |                                     |                                     |                                    
|Consulting fees         |                                                       | 2,568                               |                                     | -                                  
|Drilling                |                                                       | -                                   |                                     | -                                  
|Field                   |                                                       | 24,414                              |                                     | -                                  
|Geology and engineering |                                                       | 13,885                              |                                     | -                                  
|Travel                  |                                                       | 15,548                              |                                     | -                                  
|                        |                                                       |                                     |                                     |                                    
|                        |                                                       | 56,415                              |                                     | -                                  



Dixie Lake Property, Ontario



During the year ended 30 November 2003, the Company entered into an agreement with Fronteer Development Group Inc. to acquire a 50% undivided interest in the Dixie Lake Property (the Dixie Lake Property) located in the Red Lake belt in Ontario, Canada (Note ).



To acquire the 50% interest in the Dixie Lake Property, the Company must:



i.

Pay $200,000 toward initial exploration expenditures by 2 October 2003 ($100,000 paid on 23 October 2003 and $100,000 accrued at 30 November 2003 and paid on 12 December 2003 (Note )).



ii.

Incur additional aggregate exploration expenditures of not less than $2,000,000 as follows:



·

$200,000 on or before 22 December 2003 (paid);

·

$500,000 on or before 22 September 2004 (paid);

·

$1,100,000 on or before 22 September 2005 ($1,316,941 paid to 30 November 2004); and

·

$2,000,000 on or before 22 September 2006.



i.

Pay cash payment of $135,000 and issue 350,000 common shares of the Company as follows:



·

Pay $10,000 (paid) and issue 50,000 common shares (issued and valued at $8,500) of the Company by 22 September 2003;

·

Pay $25,000 (paid) and issue 100,000 common shares (issued and valued at $17,000) of the Company by 22 September 2004;

·

Pay $40,000 and issue 100,000 common shares of the Company by 22 September 2005; and

·

Pay $60,000 and issue 100,000 common shares of the Company by 22 September 2006 (Note ).



iv.

Pay additional cash payments related to an existing option agreement on the Dixie Lake Property as follows:



·

$5,000 by 30 March 2004 (paid);

·

$10,000 by 30 December 2004 (not paid);

·

$25,000 by 30 December 2005; and

·

$40,000 by 30 December 2006.



The optionor, as operator, of the Dixie Lake Property may bill the Company for the full amount of the estimated exploration expenditures of any program scheduled to be undertaken subject to the initial program on the Dixie Lake Property.  The Company must pay half of such amounts within 10 days of the receipt of related billings and the balance upon completion of the exploration program and receipt of the related billings.



Expenditures related to the Dixie Lake Property can be summarized as follows:



|                                          | Cumulative amounts from inception to 30 November 2004 | For the year ended 30 November 2004 | For the year ended 30 November 2003 | For the year ended 30 November 2002
|----------------------------------------- | ----------------------------------------------------- | ----------------------------------- | ----------------------------------- | -----------------------------------
|                                          |                                                       | $                                   |                                     | $                                  
|                                          |                                                       |                                     |                                     |                                    
|Operating expenses                        |                                                       |                                     |                                     |                                    
|Consulting fees                           |                                                       | 65,641                              |                                     | 65,641                             
|Drilling                                  |                                                       | -                                   |                                     | -                                  
|Field                                     |                                                       | 980                                 |                                     | 980                                
|Geology and engineering                   |                                                       | 1,539                               |                                     | 1,539                              
|Travel                                    |                                                       | 742                                 |                                     | 742                                
|                                          |                                                       |                                     |                                     |                                    
|                                          |                                                       | 68,902                              |                                     | 68,902                             
|                                          |                                                       |                                     |                                     |                                    
|Acquisition of mineral property interests |                                                       | 1,337,847                           |                                     | 1,119,347                          
|                                          |                                                       |                                     |                                     |                                    
|                                          |                                                       | 1,406,749                           |                                     | 1,188,249                          



Acquisition of mineral property interests of $1,337,847 consists of general cash payments ($65,500), consulting fees ($134,170), drilling ($284,793), field ($294,235), geology and engineering ($497,347) and travel ($61,802).



As at 30 November 2004, the Company had advanced $92,735 to Fronteer related to the prepayment of the acquisition of mineral property interests.



Consolidated Jaba Inc.  Providence Claims, Beatty, Nevada



During the year ended 30 November 2003, the Company entered into a non-binding letter of intent (the Letter of Intent) to acquire an 80% interest in the Providence project located in Beatty, Nevada, USA.  To acquire the 80% interest, the Company must:



·

Commit to a 1500 meter drill program by 30 June 2004;

·

Complete US$800,000 in exploration expenditures over the next four years;

·

Issue 650,000 common shares of the Company to the optionor over the next four years subject to regulatory approval; and

·

Complete a bankable feasibility study.



During the year ended 30 November 2003, the Company paid $11,114 related to the due diligence review of the property.



During the year ended 30 November 2004, the Company abandoned its interest with Consolidated Jaba Inc. on the Providence Claims.



Expenditures related to the interest with Consolidated Jaba Inc. can be summarized as follows:



|                                          | Cumulative amounts from inception to 30 November 2004 | For the year ended 30 November 2004 | For the year ended 30 November 2003 | For the year ended 30 November 2002
|----------------------------------------- | ----------------------------------------------------- | ----------------------------------- | ----------------------------------- | -----------------------------------
|                                          |                                                       | $                                   |                                     | $                                  
|                                          |                                                       |                                     |                                     |                                    
|Acquisition of mineral property interests |                                                       | 11,114                              |                                     | -                                  
|                                          |                                                       |                                     |                                     |                                    
|                                          |                                                       | 11,114                              |                                     | -                                  



Shabu Lake, Ontario



During the year ended 30 November 2004, the Company entered into an agreement with 130485 Ontario Inc. to acquire a 100% interest, subject to a 2% net smelter returns royalty, in four contiguous unpatented mineral claims comprising a total of 72 mineral claim units located in Shabu Lake Township, Ontario, Canada (the Shabu Lake Property) (Note ).



To acquire the 100% interest in the Shabu Lake Property, the Company must pay total cash payments of $94,500 and issue 100,000 common shares of the Company as follows:



·

Pay $4,500 (paid) and issue 25,000 common shares (issued and valued at $6,500) of the Company by 5 May 2004;

·

Pay $8,000 and issue 25,000 common shares of the Company by 1 May 2005;

·

Pay $12,000 and issue 25,000 common shares of the Company by 1 May 2006;

·

Pay $25,000 and issue 25,000 common shares of the Company by 1 May 2007; and

·

Pay $45,000 by 1 May 2008.



The above agreement was approved by TSX Venture Exchange.



Expenditures related to the Shabu Lake Property can be summarized as follows:



|                                          | Cumulative amounts from inception to 30 November 2004 | For the year ended 30 November 2004 | For the year ended 30 November 2003 | For the year ended 30 November 2002
|----------------------------------------- | ----------------------------------------------------- | ----------------------------------- | ----------------------------------- | -----------------------------------
|                                          |                                                       | $                                   |                                     | $                                  
|                                          |                                                       |                                     |                                     |                                    
|Operating expenses                        |                                                       |                                     |                                     |                                    
|Consulting fees                           |                                                       | 12,180                              |                                     | 12,180                             
|                                          |                                                       |                                     |                                     |                                    
|Acquisition of mineral property interests |                                                       | 11,000                              |                                     | 11,000                             
|                                          |                                                       |                                     |                                     |                                    
|                                          |                                                       | 23,180                              |                                     | 23,180                             



Dent Gold Property, Ontario



During the year ended 30 November 2004, the Company entered into an agreement with 130485 Ontario Inc. to acquire a 100% interest, subject to a 2% net smelter returns royalty, in nine contiguous unpatented mineral claims comprising a total of 62 mineral claim units located in Goodall and Dent Townships, Ontario, Canada (the Dent Gold Property) (Note ).  To acquire the 100% interest in the Dent Gold Property, the Company must pay total cash payments of $96,000 and issue 100,000 common shares of the Company as follows:



·

Pay $6,000 (paid) and issue 25,000 common shares (issued and valued at $6,500) of the Company by 5 May 2004;

·

Pay $8,000 and issue 25,000 common shares of the Company by 1 May 2005;

·

Pay $12,000 and issue 25,000 common shares of the Company by 1 May 2006;

·

Pay $25,000 and issue 25,000 common shares of the Company by 1 May 2007; and

·

Pay $45,000 by 1 May 2008.



The above agreement was approved by TSX Venture Exchange.



Expenditures related to the Dent Gold Property can be summarized as follows:



|                                          | Cumulative amounts from inception to 30 November 2004 | For the year ended 30 November 2004 | For the year ended 30 November 2003 | For the year ended 30 November 2002
|----------------------------------------- | ----------------------------------------------------- | ----------------------------------- | ----------------------------------- | -----------------------------------
|                                          |                                                       | $                                   |                                     | $                                  
|                                          |                                                       |                                     |                                     |                                    
|Operating expenses                        |                                                       |                                     |                                     |                                    
|Consulting fees                           |                                                       | 12,180                              |                                     | 12,180                             
|                                          |                                                       |                                     |                                     |                                    
|Acquisition of mineral property interests |                                                       | 12,500                              |                                     | 12,500                             
|                                          |                                                       |                                     |                                     |                                    
|                                          |                                                       | 24,680                              |                                     | 24,680                             



6.

Title to Mineral Properties



Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristics of many mining properties.  The Company has investigated title to its mineral property and, to the best of its knowledge, title to its property is in good standing.



7.

Reclamation Provision



Costs relating to ongoing site restoration are expensed when incurred.  The Companys estimate of its ultimate reclamation ability may vary from current estimates due to possible changes in laws, regulations and changes in costs estimated.  The Company will accrue additional liabilities for further reclamation costs when evidence becomes available indicating that its reclamation liability has changed.



8.

Accounts Payable and Accrued Liabilities



Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.



9.

Due to Related Parties



Amounts due to related parties are non-interest bearing, unsecured and have no fixed terms of repayment (Note ).



As at 30 November 2004, the amount due to related parties includes $311 (2003 - $1,049) payable to a company or companies controlled by a director and shareholder of the Company.



10.

Related Parties Transactions



During the year ended 30 November 2004, the Company entered into the following transactions with related parties:



i.

Paid or accrued office secretarial fees of $32,019 (2003 - $44,161, 2002 - $43,050) to an individual related to a director of the Company.



ii.

Paid or accrued legal fees of $19,175 (2003 - $19,043, 2002 - $22,106) to a company controlled by the corporate secretary and a shareholder of the Company.



iii.

Paid or accrued consulting fees of $66,528 (2003 - $64,700, 2002 - $32,500) to a company controlled by a director and shareholder of the Company.



iv.

Paid or accrued management fees of $60,000 (2003 - $107,277, 2002 - $64,100) to a company controlled by a shareholder and director of the Company.



The amounts charged to the Company for the services provided have been determined by negotiation among the parties, and in certain cases, are covered by signed agreements.  It is the position of the management of the Company that these transactions were in the normal course of operations and were measured at the exchange value which represented the amount of consideration established and agreed to by the related parties.



11.

Capital Stock



Authorized capital stock consists of an unlimited number of voting common shares.  Authorized capital stock also consists of an unlimited number of preferred shares, to be issued in series, with the directors being authorized to determine the designation, rights, privileges, restrictions and conditions attached to all of the preferred shares.



i.

On 28 January 2004, the Company issued 2,715,000 units at a price of $0.25 per unit.  Each unit consists of one common share and one-half share purchase warrant.  Each whole share purchase warrant entitles the holder to purchase an additional common share at a price of $0.45 in the first year and $0.55 in the second year up to 28 January 2006.  At 30 November 2004, all of the related share purchase warrants remain outstanding.  All of these common shares were flow-through shares which were renounced to the investors during the year ended 30 November 2004.

ii.

On 28 July 2004, the Company issued 2,940,000 common shares at a price of $0.25 per share.  All of these common shares were flow-through shares which were renounced to the investors during the year ended 30 November 2004.



iii.

On 28 July 2004, the Company issued 24,376 common shares at a price of $0.25 per share as consideration for payment for services rendered by a private placement agent.



iv.

On 28 July 2004, the Company issued 426,000 warrants which entitles the holder to purchase an additional common share at a price of $0.30 up to 28 July 2005 as consideration for payment for services rendered by a private placement agent (Note ).  At 30 November 2004, all of the related warrants remain outstanding.



v.

On 20 September 2004, the Company issued 100,000 common shares valued at a price of $0.17 per share for the acquisition of mineral property interests (Notes  and ).



vi.

On 7 October 2004, the Company issued 2,967,926 units at a price of $0.27 per unit.  Each unit consists of one common share and one-half share purchase warrant.  Each whole share purchase warrant entitles the holder to purchase an additional common share at a price of $0.40 up to 7 April 2006.  At 30 November 2004, all of the related share purchase warrants remain outstanding.  All of these common shares were flow-through shares which were renounced to the investors during the year ended 30 November 2004.



vii.

On 7 October 2004, the Company issued 60,293 units at a price of $0.27 per unit.  Each unit consists of one common share and one-half share purchase warrant.  Each whole share purchase warrant which entitles the holder to purchase an additional common share at a price of $0.40 up to 7 April 2006 as consideration for payment for services rendered by a private placement agent (Note ).  At 30 November 2004, all of the related warrants remain outstanding.



viii.

On 7 October 2004, the Company issued 415,189 warrants which entitles the holder to purchase an additional common share at a price of $0.36 up to 7 April 2006 as consideration for payment for services rendered by a private placement agent (Note ).  At 30 November 2004, all of the related warrants remain outstanding.



ix.

On 18 October 2004, the Company issued 50,000 common shares valued at a price of $0.26 per share for the acquisition of mineral property interests (Notes  and ).

x.

On 19 October 2004, the Company issued 3,797,000 units at a price of $0.27 per unit.  Each unit consists of one common share and one-half share purchase warrant.  Each whole share purchase warrant entitles the holder to purchase an additional common share at a price of $0.40 up to 19 April 2006.  At 30 November 2004, all of the related share purchase warrants remain outstanding.  All of these common shares were flow-through shares which were renounced to the investors during the year ended 30 November 2004.

xi.

On 19 October 2004, the Company issued 136,163 units at a price of $0.27 per unit.  Each unit consists of one common share and one-half share purchase warrant.  Each whole share purchase warrant entitles the holder to purchase an additional common share at a price of $0.40 up to 19 April 2006 as consideration for payment for services rendered by a private placement agent (Note ).  At 30 November 2004, all of the related warrants remain outstanding.



xii.

On 19 October 2004, the Company issued 569,550 share purchase warrants.  Each whole purchase warrant entitles the holder to purchase an additional common share at a price of $0.36 up to 19 April 2006 as consideration for payment for services rendered by a private placement agent (Note ).  At 30 November 2004, all of the related warrants remain outstanding.



xiii.

During the year ended 30 November 2004, the Company issued 645,500 common shares at a price of $0.15 per share upon the exercise of existing share purchase warrant options.  These share purchase warrants were grouped as outstanding options for the year ended 30 November 2003.  As at 30 November 2004, none of these share purchase warrants remain outstanding.



xiv.

During the year ended 30 November 2004, the Company issued 40,000 common shares at a price of $0.14 per share upon the exercise of previously outstanding options.  As at 30 November 2004, a total of 20,000 options remain outstanding.



xv.

During the year ended 30 November 2004, the Company issued 175,000 common shares at a price of $0.20 per share upon the exercise of previously outstanding options.  As at 30 November 2004,  a total of 1,324,782 options remain outstanding.



xvi.

During the year ended 30 November 2004, the Company issued 1,075,000 common shares at a price of $0.14 per share upon the exercise of previously outstanding share purchase warrants.  As at 30 November 2004, no warrants remain outstanding.



xvii.

During the year ended 30 November 2004, the Company issued 699,200 common shares at a price of $0.25 per share upon the exercise of previously outstanding share purchase warrants.  During the year ended 30 November 2004, a total of 800 share purchase warrants expired and none remain outstanding at 30 November 2004.

xviii.

During the year ended 30 November 2004, the Company issued 571,000 common shares at a price of $0.30 per share upon the exercise of previously outstanding share purchase warrants.  During the year ended 30 November 2004, a total of 2,929,000 share purchase warrants expired and none remain outstanding at 30 November 2004.

xix.

During the year ended 30 November 2004, the Company issued 400,000 common shares at a price of $0.28 per share upon the exercise of previously outstanding share purchase warrants.  During the year ended 30 November 2004, a total of 440,000 share purchase warrants expired and none remain outstanding at 30 November 2004.



xx.

During the year ended 30 November 2004, the Company issued 395,333 common shares at a price of $0.20 per share upon the exercise of previously outstanding share purchase warrants.  As at 30 November 2004, a total of 937,667 share purchase warrants remain outstanding.



xxi.

During the year ended 30 November 2004, the Company returned to treasury and cancelled 130,000 common shares issued in error.



Escrowed shares



A total of 137,978 common shares held in escrow were cancelled during the year ended 30 November 2003.



Stock options



The Company grants share options in accordance with the policies of the TSX Venture.  Under the general guidelines of the TSX Venture, the Company may reserve up to 10% of its issued and outstanding shares to its employees, directors, or consultants to purchase shares of the Company.



The following incentive stock options were outstanding at 30 November 2004:

|        |  | Exercise price |  | Number
of options |  | Remaining
contractual life (years)
|------- |  | -------------- |  | ----------------- |  | ----------------------------------
|        |  | $              |  |                   |  |                                   
|        |  |                |  |                   |  |                                   
|Options |  | 0.20           |  | 400,000           |  | 0.99                              
|        |  | 0.20           |  | 1,324,782         |  | 0.99                              
|        |  | 0.14           |  | 20,000            |  | 1.10                              
|        |  | 0.14           |  | 62,808            |  | 1.85                              
|        |  | 0.15           |  | 55,000            |  | 2.59                              
|        |  |                |  |                   |  |                                   
|        |  |                |  | 1,862,590         |  |                                   



The following is a summary of stock based compensation activities during the years ended 30 November 2004 and 2003:



|                                                               |  | Number of options |  | Weighted average exercise price
|-------------------------------------------------------------- |  | ----------------- |  | -------------------------------
|                                                               |  |                   |  | $                              
|                                                               |  |                   |  |                                
|Outstanding and exercisable at 1 December 2002                 |  | 622,616           |  | 0.15                           
|                                                               |  |                   |  |                                
|Granted                                                        |  | 1,899,782         |  | 0.20                           
|Exercised                                                      |  | (444,808)         |  | 0.15                           
|Forfeited                                                      |  | -                 |  | -                              
|                                                               |  |                   |  |                                
|Outstanding and exercisable at 30 November 2003                |  | 2,077,590         |  | 0.20                           
|                                                               |  |                   |  |                                
|Weighted average fair value of options granted during the year |  |                   |  | 0.12                           
|                                                               |  |                   |  |                                
|Outstanding and exercisable at 1 December 2003                 |  | 2,077,590         |  | 0.20                           
|                                                               |  |                   |  |                                
|Granted                                                        |  | -                 |  | -                              
|Exercised                                                      |  | (215,000)         |  | 0.19                           
|Forfeited                                                      |  | -                 |  | -                              
|                                                               |  |                   |  |                                
|Outstanding and exercisable at 30 November 2004                |  | 1,862,590         |  | 0.20                           
|                                                               |  |                   |  |                                
|Weighted average fair value of options granted during the year |  |                   |  | -                              



Warrants and Agent Compensation Warrants

The Company has adopted greater disclosure of its warrants and agent compensation warrants transactions in its financial statements by disclosing the fair value attributed to such transactions as a separate component in the statement of shareholders equity (Note ).  As a result, total shareholders equity for each of the years ended 30 November 2004, 2003 and 2002 remains unchanged.  Warrants of $606,294, $253,498 and $13,098 are now reported at 30 November 2003, 2002 and 2001 respectively with corresponding reductions in share capital.  Contributed surplus has increased by $11,076 at 30 November 2003 with a corresponding reduction in share capital.

The following share purchase warrants and agent compensation warrants were outstanding at 30 November 2004:



|                            |  | Exercise price          |  | Number
of options |  | Remaining
contractual life (years)
|--------------------------- |  | ----------------------- |  | ----------------- |  | ----------------------------------
|                            |  | $                       |  |                   |  |                                   
|                            |  |                         |  |                   |  |                                   
|Agent compensation warrants |  | 0.30                    |  | 426,000           |  | 0.66                              
|Warrants                    |  | 0.20                    |  | 937,667           |  | 0.95                              
|Warrants                    |  | 0.45 Year 1
0.55 Year 2 |  | 1,357,500         |  | 1.16                              
|Warrants                    |  | 0.40                    |  | 1,483,963         |  | 1.35                              
|Agent compensation warrants |  | 0.40                    |  | 30,146            |  | 1.35                              
|Agent compensation warrants |  | 0.36                    |  | 415,189           |  | 1.35                              
|Warrants                    |  | 0.40                    |  | 1,898,500         |  | 1.38                              
|Agent compensation warrants |  | 0.40                    |  | 68,081            |  | 1.38                              
|Agent compensation warrants |  | 0.36                    |  | 569,550           |  | 1.38                              
|                            |  |                         |  |                   |  |                                   
|                            |  |                         |  | 7,186,596         |  |                                   



A total of 700,000 agent compensation warrants issued on 18 September 2002 entitling the holder to purchase 700,000 common shares of the Company at a price of $0.15 to 30 October 2004 were previously grouped by the Company with outstanding options for financial statements disclosure purposes in the prior years financial statements of the Company.  A total of 54,500 of these agent warrants were exercised during the year ended 30 November 2003.  These agent warrants have been regrouped for financial statements disclosure purposes with outstanding warrants for the year ended 30 November 2004 and comparative periods.

A summary of the outstanding warrants is as follows:

|                                                                |  | Number of warrants |  | Weighted average exercise price
|--------------------------------------------------------------- |  | ------------------ |  | -------------------------------
|                                                                |  |                    |  | $                              
|                                                                |  |                    |  |                                
|Outstanding and exercisable at 1 December 2002                  |  | 6,938,000          |  | 0.15                           
|                                                                |  |                    |  |                                
|Granted                                                         |  | 6,373,000          |  | 0.27                           
|Exercised                                                       |  | (4,379,500)        |  | 0.15                           
|Forfeited                                                       |  | (838,000)          |  | 0.20                           
|                                                                |  |                    |  |                                
|Outstanding and exercisable at 30 November 2003                 |  | 8,093,500          |  | 0.24                           
|                                                                |  |                    |  |                                
|Weighted average fair value of warrants granted during the year |  |                    |  | 0.08                           
|                                                                |  |                    |  |                                
|Outstanding and exercisable at 1 December 2003                  |  | 8,093,500          |  | 0.24                           
|                                                                |  |                    |  |                                
|Granted                                                         |  | 6,248,929          |  | 0.42                           
|Exercised                                                       |  | (3,786,033)        |  | 0.21                           
|Forfeited                                                       |  | (3,369,800)        |  | 0.30                           
|                                                                |  |                    |  |                                
|Outstanding and exercisable at 30 November 2004                 |  | 7,186,596          |  | 0.39                           
|                                                                |  |                    |  |                                
|Weighted average fair value of warrants granted during the year |  |                    |  | 0.11                           



The weighted average grant date fair value of warrants issued during the year ended 30 November 2004, amounted to $0.11 per warrant (2003 - $0.08 per warrant).  The fair value of each warrant granted was determined using the Black-Scholes option pricing model and the following weighted average assumptions:

|                        |  |  |  | 2004       |  | 2003   
|----------------------- |  |  |  | ---------- |  | -------
|                        |  |  |  |            |  |        
|Risk free interest rate |  |  |  | 2.07%      |  | 1.26%  
|Expected life           |  |  |  | 1.57 years |  | 1 years
|Annualized volatility   |  |  |  | 93%        |  | 101%   
|Expected dividends      |  |  |  | -          |  | -      



12.

Stock-Based Compensation



During the year ended 30 November 2003, the Company granted 799,782 stock options to employees and directors.  The estimated fair value of these options was $0.1167 per share for a total of $93,335.  This amount has been expensed as stock-based compensation in the statement of operations with a corresponding amount recorded as contributed surplus in shareholders equity.



Included in stock options granted during the year ended 30 November 2003 are 1,100,000 stock options issued to consultants.  Total stock based compensation for stock options granted to consultants recognized during the year was $128,330 which has been recorded in the statement of operations as stock-based compensation with a corresponding amount recorded as contributed surplus in shareholders equity.  The weighted average fair value of these stock options granted during the year ended 30 November 2003 was $0.1167 per share.



The following assumptions were used for the Black-Scholes valuation of stock options granted during the year:



|                        |  |  |  | 2004 |  | 2003   
|----------------------- |  |  |  | ---- |  | -------
|                        |  |  |  |      |  |        
|Risk free interest rate |  |  |  | -    |  | 1.65%  
|Expected life           |  |  |  | -    |  | 2 years
|Annualized volatility   |  |  |  | -    |  | 88%    
|Expected dividends      |  |  |  | -    |  | -      



13.

Commitments



On 1 December 2000, the Company entered into a contract for management services with a company controlled by a director and shareholder of the Company requiring the payment of $5,000 per month.



On 17 February 2003, the Company entered into a contract for investor relations services with a company requiring the payment of US$2,500 per month.



On 14 July 2003, the Company entered into a contract for investor relations services with an individual requiring the payment of $4,000 per month.



The Company has outstanding and future commitments under mineral property option agreements to pay cash and issue common shares of the Company (Note ).



14.

Income Taxes



Provision for income taxes



The provision for (recovery of) income taxes differs from the amount that would have resulted by applying Canadian federal and provincial statutory tax rates of 34.12% (2003 - 39.25%, 2002 - 40.39%).



|                                                                |  | 2004        |  | 2003        |  | 2002     
|--------------------------------------------------------------- |  | ----------- |  | ----------- |  | ---------
|                                                                |  | $           |  | $           |  | $        
|                                                                |  |             |  |             |  |          
|Net loss before income taxes                                    |  | (2,030,440) |  | (2,043,936) |  | (608,910)
|                                                                |  |             |  |             |  |          
|Income tax recovery at statutory rates                          |  | 692,786     |  | 802,262     |  | 245,932  
|Adjustments to benefits resulting from:                         |  |             |  |             |  |          
|Amortization                                                    |  | (3,001)     |  | (2,835)     |  | (1,486)  
|Resource expenses                                               |  | (473,341)   |  | (484,190)   |  | (92,585) 
|Stock-based compensation not deductible for income tax purposes |  | -           |  | (87,005)    |  | -        
|Share issue costs                                               |  | (19,228)    |  | (11,211)    |  | (4,312)  
|(Unrecognized) benefits of non-capital losses                   |  | 876,022     |  | (114,691)   |  | (147,549)
|                                                                |  |             |  |             |  |          
|Future income tax recovery                                      |  | 1,073,238   |  | 102,330     |  | -        



Future tax balances



The tax effects of temporary differences that give rise to future income tax assets and liabilities are as follows:



|                               |  | 2004      |  | 2003        |  | 2002     
|------------------------------ |  | --------- |  | ----------- |  | ---------
|                               |  | $         |  | $           |  | $        
|                               |  |           |  |             |  |          
|Future tax assets:             |  |           |  |             |  |          
|Non-capital loss carryforwards |  | 702,714   |  | 591,652     |  | 382,586  
|Plant, property and equipment  |  | 6,931     |  | 4,077       |  | 1,279    
|Resource expenditures          |  | 96,530    |  | 545,395     |  | 436,447  
|Share issue costs              |  | 63,525    |  | 40,655      |  | 17,246   
|                               |  |           |  |             |  |          
|                               |  | 869,700   |  | 1,181,779   |  | 837,558  
|Less: valuation allowance      |  | (869,700) |  | (1,181,779) |  | (837,558)
|                               |  |           |  |             |  |          
|Actual income taxes            |  | -         |  | -           |  | -        



As at 30 November 2004, the Company had available for deduction against future taxable income, non-capital losses of approximately $2,059,537.  The potential income tax benefit of these losses has been offset by a full valuation allowance.  These losses, if unutilized will expire as follows:



|Year |  | Amount 
|---- |  | -------
|     |  | $      
|     |  |        
|2005 |  | 78,211 
|2006 |  | 77,637 
|2007 |  | 127,339
|2008 |  | 237,222
|2009 |  | 414,924
|2010 |  | 560,106
|2011 |  | 564,098



The Company has approximately $282,914 of Canadian development expenses and Canadian Exploration expenditures as at 30 November 2004 which, under certain circumstances, may be utilized to reduce taxable income of future years.  The potential income tax benefits of

these losses have been offset by a full valuation allowance.



15.

Contingency



In 2001, the Company was named a defendant in a lawsuit filed by a former supplier for payment of a purported invoice in the amount of $24,000 plus interest and an alleged stock option to purchase 100,000 common shares of the Company at a price of $0.10 per share.  In the opinion of management, this claim is without merit and the Company will be successful in its defence of this claim.  A total of $24,000 related to this amount was accrued in accounts payable in the financial statements during the years ended 30 November 2004 and 2003. The alleged stock options have not been reflected in these financial statements or notes.



16.

Financial Instruments



The Companys financial instruments consist of cash, amounts receivable and accounts payable.  Management has determined that the carrying value of the financial instruments approximate fair value due to their short-term nature.



17.

Supplemental Disclosures with Respect to Cash Flows



|                                           |  | Cumulative amounts from inception to 30 November 2004 |  | 2004  |  | 2003 |  | 2002
|------------------------------------------ |  | ----------------------------------------------------- |  | ----- |  | ---- |  | ----
|                                           |  | $                                                     |  | $     |  | $    |  | $   
|                                           |  |                                                       |  |       |  |      |  |     
|Cash paid during the year for interest     |  | 7,761                                                 |  | 3,967 |  | 905  |  | 970 
|Cash paid during the year for income taxes |  | -                                                     |  | -     |  | -    |  | -   



During the year ended 30 November 2004, the Company issued 220,832 common shares valued at $49,153 and 98,227 warrants valued at $140,214 for services rendered.



During the year ended 30 November 2004, the Company issued 150,000 common shares valued at $30,000 for the acquisition of the mineral property interests (Note ).



During the year ended 30 November 2003, the Company issued 100,000 common shares valued at $23,000 for financing fees and 700,000 warrants valued at $58,478 for services rendered.



During the year ended 30 November 2003, the Company issued 450,000 common shares valued at $112,500 for the acquisition of the mineral property interests (Note ).



On 21 January 2003, the Company sold its interest in the Harrison Lake Property to Candorado for proceeds of 200,000 shares of Candorado valued at $16,565.  These shares were sold for proceeds of $16,565 on the same date (Note ).



During the year ended 30 November 2002, the Company issued 100,000 common shares valued at $15,000 for services rendered.



18.

Segmented Information



The Company operates solely in Canada in one reporting segment, mineral production and related activities.



19.

Comparative Figures



Certain comparative figures have been adjusted to conform to the current periods presentation.



20.

Reconciliation of Canadian and United States Generally Accepted Accounting Principles



These financial statements have been prepared in accordance with generally accepted accounting principles in Canada (Canadian GAAP).  Except as set out below, these financial statements also comply, in all material aspects, with accounting principles generally accepted in the United States of America (United States GAAP)



|                                                                                                  |  | 2004        |  | 2003        |  | 2002              
|------------------------------------------------------------------------------------------------- |  | ----------- |  | ----------- |  | ------------------
|                                                                                                  |  | $           |  | $           |  | $                 
|                                                                                                  |  |             |  |             |  |                   
|Statement of loss                                                                                 |  |             |  |             |  | Restated
(Note ())
|                                                                                                  |  |             |  |             |  |                   
|Net loss for the year based on Canadian GAAP                                                      |  | (957,202)   |  | (1,941,606) |  | (608,910)         
|Stock based compensation (Note  ())                                                               |  | -           |  | -           |  | (45,994)          
|Income tax expense on current year United States GAAP adjustments  Flow-through shares (Note ()) |  | (932,138)   |  | (102,330)   |  | (40,000)          
|                                                                                                  |  |             |  |             |  |                   
|Net loss for the year based on United States GAAP                                                 |  | (1,889,340) |  | (2,043,936) |  | (694,904)         
|                                                                                                  |  |             |  |             |  |                   
|Loss per share, basic and diluted                                                                 |  | (0.07)      |  | (0.13)      |  | (0.12)            
|                                                                                                  |  |             |  |             |  |                   



|                              |  | 2004      |  | 2003     |  | 2002    
|----------------------------- |  | --------- |  | -------- |  | --------
|                              |  | $         |  | $        |  | $       
|                              |  |           |  |          |  |         
|Shareholders equity          |  |           |  |          |  |         
|                              |  |           |  |          |  |         
|Canadian GAAP                 |  | 2,071,876 |  | 224,842  |  | 73,034  
|Flow-through shares (Note ()) |  | -         |  | (67,600) |  | (54,000)
|                              |  |           |  |          |  |         
|United States GAAP            |  | 2,071,876 |  | 157,242  |  | 19,034  



Balance sheet difference



|                              |  |  |  | 2004      |  | 2003              
|----------------------------- |  |  |  | --------- |  | ------------------
|                              |  |  |  | $         |  | $                 
|                              |  |  |  |           |  |                   
|Current liabilities           |  |  |  |           |  |                   
|                              |  |  |  |           |  |                   
|Canadian GAAP                 |  |  |  | 84,002    |  | 218,085           
|Flow-through shares (Note ()) |  |  |  | -         |  | 13,600            
|                              |  |  |  |           |  |                   
|United States GAAP            |  |  |  | 84,002    |  | 231,685           
|                              |  |  |  |           |  |                   
|Deferred tax liabilities      |  |  |  |           |  |                   
|                              |  |  |  |           |  |                   
|Canadian GAAP                 |  |  |  | -         |  | -                 
|Flow-through shares (Note ()) |  |  |  | -         |  | 54,000            
|                              |  |  |  |           |  |                   
|United States GAAP            |  |  |  | -         |  | 54,000            
|                              |  |  |  |           |  |                   
|Share capital                 |  |  |  |           |  | Restated
(Note ())
|                              |  |  |  |           |  |                   
|Canadian GAAP                 |  |  |  | 7,052,577 |  | 4,248,341         
|Flow-through shares (Note ()) |  |  |  | 1,074,468 |  | 74,730            
|Stock-based compensation      |  |  |  | 189,176   |  | 189,176           
|                              |  |  |  |           |  |                   
|United States GAAP            |  |  |  | 8,316,221 |  | 4,512,247         
|                              |  |  |  |           |  |                   



|                              |  |  |  | 2004        |  | 2003              
|----------------------------- |  |  |  | ----------- |  | ------------------
|                              |  |  |  | $           |  | $                 
|                              |  |  |  |             |  |                   
|Deficit                       |  |  |  |             |  | Restated
(Note ())
|                              |  |  |  |             |  |                   
|Canadian GAAP                 |  |  |  | (4,980,701) |  | (4,023,499)       
|Flow-through shares (Note ()) |  |  |  | (1,074,468) |  | (142,330)         
|Stock-based compensation      |  |  |  | (189,176)   |  | (189,176)         
|                              |  |  |  |             |  |                   
|United States GAAP            |  |  |  | (6,244,345) |  | (4,355,005)       



Statement of cash flow difference



Under United States GAAP, separate subtotals with operating, financing and investing activities would not be presented.



i.

Regrouping of agent compensation warrants and restatement of net loss for the year ended 30 November 2002



A total of 700,000 agent compensation warrants issued on 18 September 2002 entitling the holder to purchase 700,000 common shares of the Company at a price of $0.15 to 30 October 2004 were previously treated as, and grouped with, outstanding stock based compensation options during the year ended 30 November 2002, resulting in a charge to stock based compensation under United States GAAP of $51,240.  The Company has retroactively regrouped these agent compensation warrants with agent compensation warrants resulting in an decrease of $51,240 in net loss for the year ended 30 November 2002 from the amount previously reported and a corresponding decrease in capital stock.  There is no effect on net loss or capital stock as calculated under Canadian GAAP.



ii.

Flow-through shares



Flow-through shares are typically issued by small Canadian Exploration Stage Companies. The flow-through shares permit the investor to claim deductions for tax purposes related to expenditures incurred by the issuer. The issuer explicitly renounces the right to claim these deductions. The investors tax basis is reduced by the amount of deductions taken.



Under the Canadian GAAP, when the flow-through shares are issued they are recorded at their face value. When the entity acquires assets the carrying value may exceed the tax basis as a result of the enterprise renouncing the deductions to the investors. The tax effect of the temporary difference is recorded as a reduction in share capital.



United States GAAP directs that when flow-through shares are issued the proceeds should be allocated between the offering of shares and the sale of tax benefits. The allocation is made based on the difference between the quoted price of the existing shares and the amount the investor pays for the flow-through shares. A liability is recognized for this difference. The liability is reversed when tax benefits are renounced and a deferred tax liability is recognized at that time. Income tax expense is the difference between the amount of the deferred tax liability and the liability recognized on issuance.



iii.

Stock based compensation



Under Canadian GAAP, the Company has recorded stock-based compensation expense of $Nil, $221,665 and $Nil for each of the years ended 30 November 2004, 2003 and 2002 respectively.



Under United States GAAP, the Company measures its employee stock-based awards using the fair value method as prescribed under SFAS No. 123 Accounting for Stock-Based Compensation and SFAS No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure, an amendment to SFAS No. 123.



Under United States GAAP, on the date of issuance, the Company determines the fair value of the employee stock options using the Black-Scholes option pricing model.  In determining the fair value of these employee stock options, the following assumptions were used.



|                                                 |  | 2004 |  | 2003    |  | 2002   
|------------------------------------------------ |  | ---- |  | ------- |  | -------
|                                                 |  |      |  |         |  |        
|Risk free interest rate                          |  | -    |  | 1.65%   |  | 2.97%  
|Expected life of options                         |  | -    |  | 2 years |  | 3 years
|Expected volatility of the Companys share price |  | -    |  | 88%     |  | 71%    
|Expected dividends                               |  | -    |  | -       |  | -      
|Weighted average fair value of option granted    |  | -    |  | 0.12    |  | 0.11   



Under United States GAAP, the Company has recorded expenses related to stock options granted of $Nil, $221,665 (also recorded under Canadian GAAP) and $45,995 for the years ended 30 November 2004, 2003 and 2002 respectively.



iv.

Earnings (loss) per share



Under both Canadian and United States GAAP, basic earnings (loss) per share is computed by dividing the earnings (loss) to common shareholders by the weighted average number of shares outstanding during the year.  For Canadian reporting purposes, fully diluted earnings per share is calculated under the assumption that any convertible notes are converted at the date issued and stock options and warrants exercised at the date of grant.  Under United States GAAP, diluted earnings per share, takes into consideration the weighted average number of shares outstanding during the year and potentially dilutive common shares.  For the years ended 30 November 2004, 2003 and 2002, this calculation proved to be anti-dilutive.



Under United States GAAP, the weighted average number of common shares outstanding excludes any shares that remain in escrow, but may be earned out based on the Company incurring a certain amount of exploration and development expenditures.



The weighted average number of common shares outstanding for calculating basic earnings (loss) per share under United States GAAP for the years ended 30 November 2004, 2003 and 2002 were 27,557,850, 15,745,310 and 5,936,358, respectively.  The calculation of diluted earnings per share for the years ended 30 November 2004, 2003 and 2002 proved to be anti-dilutive.



A reconciliation of the differences between the weighted average number of shares used under Canadian and United States GAAP are as follows:



|                                                                                               |  | 2004       |  | 2003       |  | 2002     
|---------------------------------------------------------------------------------------------- |  | ---------- |  | ---------- |  | ---------
|Weighted average number of shares under Canadian generally accepted accounting principles      |  | 27,557,850 |  | 15,745,310 |  | 6,074,336
|                                                                                               |  |            |  |            |  |          
|Less:                                                                                          |  |            |  |            |  |          
|Capital stock held in escrow that may be earned out based on exploration expenditures          |  | -          |  | -          |  | (137,978)
|                                                                                               |  |            |  |            |  |          
|Weighted average number of shares under United States generally accepted accounting principles |  | 27,557,850 |  | 15,745,310 |  | 5,936,358



Basic loss per share is computed as follows:



|                                    |  | 2004        |  | 2003        |  | 2002              
|----------------------------------- |  | ----------- |  | ----------- |  | ------------------
|                                    |  |             |  |             |  | Restated
(Note ())
|                                    |  |             |  |             |  |                   
|Numerator:                          |  | (1,889,340) |  | (2,043,936) |  | (694,904)         
|Numerator for net loss per share    |  |             |  |             |  |                   
|Denominator:                        |  |             |  |             |  |                   
|Weighted average shares outstanding |  | 27,557,850  |  | 15,745,310  |  | 5,936,358         
|                                    |  |             |  |             |  |                   
|Net loss per share  basis          |  | (0.07)      |  | (0.13)      |  | (0.12)            

v.

Comprehensive income



SFAS No. 130 Reporting Comprehensive Income establishes standards for the reporting and display of comprehensive income and its components (revenues, expenses, gains, and losses).  SFAS No. 130 requires that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in the financial statements for the Company.  There are no differences between net loss and comprehensive loss for each of the years 30 November 2004, 2003 and 2002.



vi.

Mineral property expenditures



Under United States GAAP, exploration and prospecting costs are charged to expense as incurred, as are development costs for projects not yet determined by management to be commercially feasible.  Expenditures for mine development are capitalized when the property is determined to have economically recoverable proven reserves but is not yet producing at a commercial level.  Prior to commencing commercial production, revenues relating to development ore, net of mining costs associated with its production, are offset against mine development costs.  Mine development costs incurred to access reserves on producing mines are also capitalized.  Capitalization of all exploration, development, and acquisition costs commences once the Company identifies proven and probable reserves that relate to specific properties.



The mining property is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.  If estimated future cash flows expected to result from the use of the mining project and its eventual disposition are less than the carrying amount of the mining property, an impairment is recognized based upon the estimated fair value of the mining property.  Fair value generally is based on the present value of estimated future net cash flows for the mining property, calculated using estimates of proven and probable mining reserves, future prices, operating costs, capital requirements and reclamation costs.



The Company has no determinable proven or probable mineral property reserves at this time.



vii.

Accounting for impairment of long-lived assets and for long-lived assets to be disposed of



For United States reporting purposes, the Company has adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.  In the event that facts and circumstances indicate that the carrying amount of an asset may not be recoverable and an estimate of future and undiscounted cash flows is less than the carrying amount of the asset, an impairment loss will be recognized.



viii.

Concentration of credit risk



The Company is exposed to credit losses in the event of non-performance by the counter-parties to the financial instruments but does not expect any counter-parties to fail to meet their obligations.  The Company generally does not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of counter-parties.



ix.

Asset retired obligations



Under United States GAAP, standards are established for the recognition, measurement and disclosure of liabilities for legal obligations associated with the retirement of a tangible long-lived asset that result from its acquisition, construction, development or normal operation.  A liability is generally recognized for such an obligation at its fair value when incurred and a corresponding asset retirement cost is added to the carrying amount of the related asset.  In subsequent periods, the carrying amount of the liability is adjusted to reflect the passage of time and any changes in the timing or amount of the underlying future cash flows.  The asset retirement cost is amortized to expense over the assets useful life.  Under Canadian GAAP standards in effect for 2003, require that a provision for future removal and site restoration costs, net of expected recoveries, be recorded when reasonably determinable in a rational and systematic manner.



x.

Costs associated with exit or disposal activities



On 1 December 2003, the Company adopted SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities.  This standard requires that a liability associated with an exit or disposal activity be recognized when the liability is incurred rather than at the date of the Companys commitment to an exit plan.



xi.

Accounting for certain financial instruments with characteristics of both liabilities and equity



On 1 December 2003, the Company adopted SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity.  This standard requires that certain financial instruments embodying an obligation to transfer assets or to issue equity securities be classified as liabilities.  This standard has no impact on the Companys financial statements.



xii.

Income taxes



Under United States GAAP, deferred income tax assets and liabilities are revalued for all enacted changes in tax rates.  Under Canadian GAAP, deferred income tax assets and liabilities are revalued for all enacted or substantially enacted changes in tax rates.



---



Exhibit 31.1

CERTIFICATION



I, Tim Coupland, President and Chief Executive Officer of Alberta Star Development Corp., certify that:



1.    I have reviewed this annual report on Form 20-F of Alberta Star Development Corp.;



2.    Based on my knowledge, this quarterly report does not contain any untrue statement of

material fact or omit to state a material fact necessary to make the statements made, in

light of the circumstances under which such statements were made, not misleading with

respect to the period covered by this report;



3.    Based on my knowledge, the financial statements, and other financial information

included in this report, fairly present in all material respects the financial condition,

results of operations and cash flows of the company as of, and for, the periods presented

in this report;



4.    The companys other certifying officer and I are responsible for establishing and

maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-

15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange

Act Rules 13a-15(f) and 15d-15(f)) for the company and have:



a)  designed such disclosure controls and procedures, or caused such disclosure controls

and procedures to be designed under our supervision, to ensure that material

information relating to the company, including its consolidated subsidiaries, is made

known to us by others within those entities, particularly during the period in which this

report is being prepared;



b)  designed such internal control over financial reporting, or caused such disclosure

control and procedures to be designed under our supervision, to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting

principles;



c)  evaluated the effectiveness of the company's disclosure controls and presented in this

report our conclusions about the effectiveness of the disclosure controls and procedures,

as of the end of the period covered by this report based on such evaluation; and



d)  disclosed in this report any change in the companys internal control over financial

reporting that occurred during the period covered by the annual report that has

materially affected, or is reasonably likely to materially affect, the companys internal

control over financial reporting; and



5.   The companys other certifying officer and I have disclosed, based on our most recent

evaluation of internal controls over financial reporting, to the companys auditors and the

audit committee of the companys board of directors (or persons performing the equivalent

functions):



(a)   all significant deficiencies and material weaknesses in the design or operation of

internal control over financial reporting which are reasonably likely to adversely affect

the companys ability to record, process, summarize and reporting financial

information; and



(b)   any fraud, whether or not material, that involves management or other employees who

have a significant role in the companys internal control over financial reporting.





Date:  May 11, 2005



/s/ Tim Coupland

-------------------------------------------

Tim Coupland, President and C.E.O.

(Principal Executive Officer)



---





Exhibit 31.2

CERTIFICATION



I, Michael Bogin, Chief Financial Officer and principal accounting officer of Alberta Star Development Corp., certify that:



1.    I have reviewed this annual report on Form 20-F of Alberta Star Development Corp.;



2.    Based on my knowledge, this quarterly report does not contain any untrue statement of

material fact or omit to state a material fact necessary to make the statements made, in

light of the circumstances under which such statements were made, not misleading with

respect to the period covered by this report;



3.    Based on my knowledge, the financial statements, and other financial information

included in this report, fairly present in all material respects the financial condition,

results of operations and cash flows of the company as of, and for, the periods presented

in this report;



4.    The companys other certifying officer and I are responsible for establishing and

maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-

15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange

Act Rules 13a-15(f) and 15d-15(f)) for the company and have:



a)  designed such disclosure controls and procedures, or caused such disclosure controls

and procedures to be designed under our supervision, to ensure that material

information relating to the company, including its consolidated subsidiaries, is made

known to us by others within those entities, particularly during the period in which this

report is being prepared;



b)  designed such internal control over financial reporting, or caused such disclosure

control and procedures to be designed under our supervision, to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting

principles;



c)  evaluated the effectiveness of the company's disclosure controls and presented in this

report our conclusions about the effectiveness of the disclosure controls and procedures,

as of the end of the period covered by this report based on such evaluation; and



d)  disclosed in this report any change in the companys internal control over financial

reporting that occurred during the period covered by the annual report that has

materially affected, or is reasonably likely to materially affect, the companys internal

control over financial reporting; and



5.   The companys other certifying officer and I have disclosed, based on our most recent

evaluation of internal controls over financial reporting, to the companys auditors and the

audit committee of the companys board of directors (or persons performing the equivalent

functions):



(a)   all significant deficiencies and material weaknesses in the design or operation of

internal control over financial reporting which are reasonably likely to adversely affect

the companys ability to record, process, summarize and reporting financial

information; and



(b)   any fraud, whether or not material, that involves management or other employees who

have a significant role in the companys internal control over financial reporting.





Date:  May 11, 2005



/s/ Michael Bogin

-------------------------------------------

Michael Bogin, Chief Financial Officer

(Principal Accounting Officer)



---





Exhibit 32.1





CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report of Alberta Star Development Corp. (the Company) on Form 20-F for the period ended November 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:



1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





Date:  May 11, 2005



/s/ Tim Coupland

---------------------------------------

Tim Coupland, President and C.E.O.

(Principal Executive Officer)





---



Exhibit 32.2





CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report of Alberta Star Development Corp. (the Company) on Form 20-F for the period ended November 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:



3.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



4.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: May 11, 2005





/s/ Michael Bogin

------------------------------------

Michael Bogin

Chief Financial Officer and

Principal Financial Officer