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, 2002

___ 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)

<PAGE>

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.
              9,826,169
             ----------

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
                                                            ---           ----

<PAGE>

                                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 Longtom Property                                            7
             4.3 Competition                                                10
             4.4 Management & Employees                                     10
             4.5 Office Space                                               10
             4.6 Environmental Regulations                                  10

ITEM 5.   Operating and Financial Review and Prospects                      11
             5.1 Results of Operations                                      11
             5.2 Liquidity                                                  11

ITEM 6.   Directors, Senior Management and Employees                        12
             6.1 Directors and Senior Management                            12
             6.2 Compensation of Directors                                  13
             6.3 Board Practices                                            14
             6.4 Employees                                                  14
             6.5 Share Ownership of Directors and Officers                  15

ITEM 7.   Major Shareholders and Related Party Transactions                 15
             7.1 Beneficial Ownership                                       15
             7.2 Related Party Transactions                                 16
             7.3 Interests of Experts and Counsel                           17

ITEM 8.   Financial Information                                             17
             8.1 Legal Proceedings                                          17
             8.2 Significant Changes                                        18

ITEM 9.   The Offer and Listing                                             18
             9.1 Offering and Listing Details                               18

<PAGE>

ITEM 10.  Additional Information                                            19
             10.1 Share Capital                                             19
             10.2 Bylaws and Articles                                       19
             10.3 Material Contracts                                        20
             10.4 Exchange Controls and other Limitations Affecting
                  Security Holders                                          21
             10.5 Certain Canadian Federal Income Tax Consequences
                  to U.S. Investors                                         21
             10.6 Documents on Display                                      22

ITEM 11.   Quantitative and Qualitative Disclosures About Market Risk       22

ITEM 12.   Descriptions of Securities Other than Equity Securities          23
             12.1 Warrants                                                  23
             12.2 Stock Options                                             23

PART II

ITEM 13.   Defaults, Dividend Arrearages and Delinquencies                  23

ITEM 14.   Material Modifications to the Rights of Security Holders and
           Use of Proceeds                                                  23

PART III

ITEM 17.   Financial Statements

ITEM 18.   Financial Statements

ITEM 19.   Exhibits

SIGNATURE

<PAGE>

                               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, 2002, 2001, 2000, 1999 and 1998.    We  derived all figures
from our financial statements which were examined 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 gave been prepared in accordance with  accounting  principles
generally accepted in Canada.  A reconciliation  to  United  States  generally
accepted accounting principles is included in Note 14 to our audited financial
statements.  All amounts are expressed in Canadian dollars.    The first table
presents this financial data in accordance with  United  Statements  generally
accepted  accounting  principles.     The second  table  presents  the data in
accordance with Canadian generally accepted accounting principles.

<PAGE>
                                        -1-


U.S. Generally Accepted Accounting Principles

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
             Fiscal Year             Fiscal Year            Fiscal Year            Fiscal Year         Fiscal year
             ended Nov. 30,          ended Nov. 30,         ended Nov. 30,         ended Nov. 30,      ended Nov.30,
             2002                    2001                   2000                   1999                1998
---------------------------------------------------------------------------------------------------------------------
<S>           <C>                      <C>                    <C>                   <C>                <C>

Net
Operating      NIL                    NIL                    NIL                    NIL                 NIL
Revenue
---------------------------------------------------------------------------------------------------------------------
Loss          ($746,145)             ($520,432)             ($160,037)            ($148,786)          ($780,116)
from
operations
---------------------------------------------------------------------------------------------------------------------
Loss per      ($0.126)               ($0.153)               ($ 0.014)             ($0.015)             ($0.088)
common
share
---------------------------------------------------------------------------------------------------------------------
Total assets   $184,409               $20,365                $97,153               $7,922               $35,368
---------------------------------------------------------------------------------------------------------------------
Net assets    ($19,034)              ($24,481)               $775                 ($120,279)           ($12,843)
---------------------------------------------------------------------------------------------------------------------
Long term      NIL                    NIL                    NIL                   NIL                  NIL
debt
---------------------------------------------------------------------------------------------------------------------
Cash           NIL                    NIL                    NIL                   NIL                  NIL
dividends per
common share
---------------------------------------------------------------------------------------------------------------------
Deficit      ($2,322,310)           ($1,616,165)           ($1,095,733)          ($935,696)           ($786,910)
---------------------------------------------------------------------------------------------------------------------
Capital       $2,341,344             $1,591,684             $1,096,508            $815,417             $774,067
stock
---------------------------------------------------------------------------------------------------------------------
Weighted       5,936,358              3,396,738              11,750,416            10,125,836           8,876,014
average
number
of common shares
---------------------------------------------------------------------------------------------------------------------
</TABLE>
Canadian Generally Accepted Accounting Principles

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
             Fiscal Year             Fiscal Year            Fiscal Year            Fiscal Year         Fiscal year
             ended Nov. 30,          ended Nov. 30,         ended Nov. 30,         ended Nov. 30,      ended Nov. 30,
             2002                    2001                   2000                   1999                1998
---------------------------------------------------------------------------------------------------------------------
<S>           <C>                      <C>                    <C>                   <C>                <C>

Net
Operating      NIL                    NIL                    NIL                    NIL                 NIL
Revenue
---------------------------------------------------------------------------------------------------------------------
Loss          ($608,910)             ($403,950)             ($143,787)            ($291,216)          ($72,773)
from
operations
---------------------------------------------------------------------------------------------------------------------
Loss per      ($0.10)                ($0.12)                ($0.011)              ($0.024)             ($0.007)
common
share
---------------------------------------------------------------------------------------------------------------------
Total assets   $184,409               $20,365                $658,410               $571,079            $740,955
---------------------------------------------------------------------------------------------------------------------
Net assets     $73,034               ($10,481)               $562,032               $442,878            $692,744
---------------------------------------------------------------------------------------------------------------------
Long term      NIL                    NIL                    NIL                   NIL                  NIL
debt
---------------------------------------------------------------------------------------------------------------------
Cash           NIL                    NIL                    NIL                   NIL                  NIL
dividends per
common share
---------------------------------------------------------------------------------------------------------------------
Deficit      ($2,081,893)           ($1,472,983)           ($507,776)            ($363,989)            ($72,773)
---------------------------------------------------------------------------------------------------------------------
Capital       $2,154,927             $1,462,502             $1,069,808            $806,867              $765,517
stock
---------------------------------------------------------------------------------------------------------------------
Weighted       6,074,336             3,562,607              13,102,809            12,250,836           11,001,014
average
number
of common shares
---------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
                                     -2-

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 April 4, 2003, the exchange  rate in  effect for  Canadian
dollars exchanged for United States dollars, expressed  in  terms of  Canadian
dollars was $1.4720.  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 October 31,  2002
and March 31, 2003, 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, 1998        $1.4804
                    Year ended Nov 30, 1999        $1.4905
                    Year ended Nov 30, 2000        $1.4824
                    Year ended Nov 30, 2001        $1.5441
                    Year ended Nov 30, 2002        $1.5713

                    Period                         Low - High

                    Month ended Oct 31, 2002       $1.5607 - $1.5943
                    Month ended Nov 30, 2002       $1.5528 - $1.5903
                    Month ended Dec 31, 2002       $1.5478 - $1.5792
                    Month ended Jan 31, 2003       $1.5220 - $1.5750
                    Month ended Feb 28, 2003       $1.4880 - $1.5315
                    Month ended March 31, 2003     $1.4659 - $1.4905
    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,  we  have  incurred  losses  totalling
$2,362,310.   Very  few  junior resource  companies  ever  become  profitable.
Failure to achieve and maintain profitability may adversely affect the  market
price of our common stock.

<PAGE>
                                     -3-

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,  2002,  we had
$161,408 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.

<PAGE>
                                     -4-

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 Longtom property.

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

Our  Longtom  property  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.

<PAGE>
                                     -5-

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, 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.

<PAGE>
                                     -6-

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 acquiring and exploring resource properties.
We currently are the registered owner of a 100% interest,  subject to a 2% net
smelter returns royalty, in the Longtom  property  located  in  the  Northwest
Territories, Canada.  We beneficially own 50% of the Longtom property and have
the option to acquire the remaining 50% interest from Tyhee Development  Corp.
for $315,000, payable in cash, or at our option, half in cash and half in  our
common shares.

The Longtom property is an exploration stage property.  There is no  assurance
that a commercially viable mineral deposit exists on the property.     Further
exploration  will be  required before a final evaluation as to  the  economic
feasibility of the Longtom property is determined.

Since our incorporation on September 6, 1996, we have raised and spent a total
of $499,428 on the acquisition and exploration of the Longtom property.    All
of this money was raised from the sale of our securities.

<PAGE>
                                     -7-

     4.2. 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.  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.

<PAGE>
                                     -8-

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  are  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 L ongtom  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 kilometre  long trend  and
are up to 1.5 kilometres 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.

We intend to continue exploration on the Longtom Property commencing in  April
2003 by completing a  geolphysical  program over selected  portions  of  these
high - amplitude gravity - magnetic  anomalies  that  will   include  mapping,
prospecting and geochemical sampling,  followed by  a  comprehensive  20  hole
drill program, targeting the high priority areas. We expect to  complete  this
program by the end of the summer of 2003.

<PAGE>
                                     -9-

We have been issued a Class "A" Land Use Permit for the proposed drill program.
This permit is valid until June 25, 2007.

Our emphasis is to search  for a large tonnage  polymetallic  deposit  on  the
Longtom Property containing such elements as  gold,  silver,  copper,  cobalt,
bismuth, tungsten and uranium.  Subsequent to our fiscal year  ended  November
30,  2002,  we  acquired a 50% interest from in  a  1,781.9   hectare  mineral
property located adjacent to the Longtom Property  from Mr.  David  G.  Lorne.
The property is referred to as the Target 1 claim.  In order  to  acquire  the
interest, we paid Mr. Lorne $15,000 and issued 200,000 common  shares to  him.


     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 & Employees

We  currently have three employees.  We have not signed  employment agreements
with any of these employees.

Our President and Chief Executive Officer,  Tim Coupland  devotes 90%  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 $5,350 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.

<PAGE>
                                     -10-

     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 l ong-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.  It is estimated that  the
cost of reclaiming the Longtom property is approximately $20,000.

Item 5.  Operating and Financial Review and Prospects

     5.1.    Results of Operations

In the fiscal year ended November 30, 2002, we focused our business efforts on
the exploration of the Longtom Property.  During the year,  we spent  $255,171
on exploration  including  geology and  engineering costs of  $79,004,  travel
costs of $65,880, equipment rental and expenses of $34,260, consulting fees of
$28,533, field expenses of $25,269, wages of  $21,837 and  drilling  costs  of
$388.

We incurred administrative expenses for the year ended  November 30,   2002 of
$827,577.    This amount consisted of exploration expenditures on the  Longtom
Property  ($255,171),  consulting fees  ($169,945),  compensation  expense  we
incurred on granting stock options to our directors,  officers  and  employees
($97,235),   accounting,  audit  and  legal fees  ($90,987),  management  fees
($64,100), secretarial costs ($43,050), deferred income tax expense related to
flow through shares that we offered pursuant to private placements  ($40,000),
transfer agent and shareholder information fees ($18,276), rent and  utilities
($12,459), meals and entertainment ($10,792),  office and  miscellaneous costs
($6,757), regulatory fees ($6,153), travel costs ($4,480), amortization  costs
relating to depreciation of computer equipment and website graphics  ($3,680),
automotive expenses ($3,522) and interest and bank charges ($970).

These expenses were offset by interest income ($496), the recovery  of mineral
property costs ($25,936) and the sale of mineral property interests ($55,000).
Accordingly,  we incurred a net  loss of  $746,145 for the fiscal  year  ended
November 30, 2002.

At fiscal year end, we had cash on hand of $161,408 and accounts receivable of
$5,892.  We also owned computer equipment and  website  graphics  recorded  at
$17,109.

<PAGE>
                                     -11-

Our net loss during fiscal 2002 increased  by $225,713  as  compared to fiscal
2001.  This was primarily  due an  increase  in  consulting  fees and  mineral
property  expenditures relating  to  exploration  of  the   Longtom  Property.
Consulting fees increase from  $55,201  in  fiscal 2001 to $169,945  in  2002.
Mineral property exploration costs  increased from $60,221 in fiscal  2001  to
$225,171 in 2002.

     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, 2002, we had net cash of $161,408.    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
copper  fall  or if  results  from  our  intended  exploration programs on our
properties are unsuccessful.

Our auditors are 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
favourable 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             43
Michael Bogin            57
Lenic Rodriguez          54

Executive Officers:

Name of Officer          Age          Office
---------------          ----         ------
Tim Coupland             43           President, Chief Executive Officer
Greg Yanke               33           Secretary

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

<PAGE>
                                     -12-

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.   In 1998, Mr. Coupland acted as  a  director
of Vescan Equities Inc., a non-reporting junior resource company  whose shares
traded on the Canadian Dealer Network.  From March 1998 to March 1999, 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.

Greg Yanke

Since February 2000, Mr. Yanke has been a self-employed securities  lawyer and
principal of Gregory S. Yanke Law Corporation.  From May,  1996  to  February,
2000, he  was employed  as  an  associate  lawyer  with  Beruschi  &  Company,
Barristers and Solicitors, a Vancouver, Canada based law  firm  that practices
securities and corporate law.  Mr. Yanke is a graduate of  the  University  of
British Columbia, receiving Bachelor degrees in Political  Science  (1991) and
Law (1994).  He is a member in good standing with the Law  Society of  British
Columbia.  Mr. Yanke currently acts as a director or officer of  seven British
Columbia and Alberta reporting companies in addition  to us:   LMX  Resources
Ltd., Randsburg International Gold Corp.,  Candorado  Operating  Company Ltd.,
Iciena  Ventures Inc., Big  Bar  Gold  Corporation,  Algorithm  Media Inc. and
Diamcor Mining Inc.  As well, Mr. Yanke acts as secretary of Infinex Ventures,
Inc. and as a director of Surforama.com, Inc., both of which are United States
reporting companies.

<PAGE>
                                     -13-

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, 2002.
                                Summary Compensation Table
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------

                           ANNUAL                                          LONG-TERM
                         COMPENSATION                                     COMPENSATION
--------------------------------------------------------      --------------------------------------------------

                                                                      Awards

Name            YEAR    Salary        Bonus    Other           Restricted   Securities        LTIP         All
and                                            Annual          Stock        Underlying       payouts      Other
Principal                                      Compensation    Awards        Options                     Compen
Position                                                                       SARs                      sation
---------------------------------------------------------------------------------------------------------------
<S>             <C>      <C>          <C>        <C>             <C>            <C>                <C>       <C>
Tim Coupland     2002    Nil          NIl        Nil              Nil         212,000              Nil       Nil
President                                                                      stock
and CEO                                                                       options
2002

Michael Bogin    2002    Nil          Nil        Nil              Nil          50,000              Nil       Nil
Director                                                                        stock
                                                                               options
Lenic Rodriguez  2002    Nil          NIL        Nil              Nil            Nil               Nil       Nil
Director
-----------------------------------------------------------------------------------------------------------------
</TABLE>
    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 o f   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.

<PAGE>
                                     -14-

We are a party to a management contract with a private company  owned  by  Tim
Coupland whereby we pay him $5,350 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.    Employees

We currently have three employees who provide their  services  on a  part-time
basis.  One provides us with secretarial services  and  two  help  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 the Longtom property.

     6.5.   Share Ownership of Directors and Officers

Our  directors  and officers  own  beneficially the following shares as of the
date of this registration statement:
                                                    Percentage of Outstanding
                     Number of Shares Owned                Common Shares
                     ----------------------                -------------
Tim Coupland:              1,282,207                             8.89%
Greg Yanke:                   90,000                             0.62%
Lenic Rodriguez:              30,000                             0.21%
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 registration statement
which is 14,415,216.

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

               Shares that may          Exercise Price         Expiry Date
                be Purchased
                Upon Exercise of
                Option

Tim Coupland:  100,000                       $0.22          February 17, 2006
               212,000                       $0.15          July 3, 2007
                13,812                       $0.14           October 30, 2006

Lenic
Rodriguez:      52,808                       $0.14           October 30, 2006

Michael Bogin:  50,000                       $0.14            January 5, 2006

Greg Yanke:     30,000                       $0.15            July 3, 2007
                10,000                       $0.14            October 30, 2006
                10,000                       $0.14             January 5, 2006

<PAGE>
                                     -15-

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, 14,415,216 common shares were issued and
outstanding. The Company is authorized to issue an unlimited number of  common
shares.
As of the date of this registration statement, the following persons  known to
the   Company  were 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             1,282,207                             8.89%

Mr.  Tim  Coupland,  and  a  private  company  owned  by him,   acquired  pre-
consolidation 825,000 of our common  shares  pursuant  to an  agreement  dated
February 22, 2000 with Tyhee Development Corp.  At that time Mr. Coupland  was
not  our director  or  officer.    Subsequently,   Mr. Coupland  acquired   an
additional 850,000 pre-consolidation common shares through private  placements
completed between  November 1,  2000  and   May 28, 2001.      Since our share
consolidation  on  September  20, 2001,  Mr.  Coupland has acquired additional
common shares in our capital pursuant to the following private placements:

Date of Completion of Private Placement           Number of Shares Acquired
---------------------------------------           -------------------------
          October 23, 2001                                  66,667
          February 12, 2002                                250,000
          April 12, 2002                                   375,000

Tim Coupland has also acquired an additional 400,000 common shares pursuant
to the exercise of share purchase warrants and incentive stock options.

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

<PAGE>
                                     -16-

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, 2002, 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:

            on October 23, 2001, T8X Capital Ltd.  completed  the  purchase of
            66,667 units in our capital stock at $0.15 each and Greg Yanke, our
            secretary, completed the purchase of  100,000 units in our capital
            stock at $0.15 each.  Each unit consisted of one common share  and
            one  two-year  share  purchase  warrant  entitling the  holder  to
            purchase an additional common share for $0.20;

            on February 12,  2002, T8X Capital Ltd. completed the  purchase of
            250,000 units in our capital  stock  at  $0.10 each.    Each  unit
            consisted of one common share and one two-year share purchase
            warrant entitling the holder to purchase an additional common share
            for $0.10; and

            on April 12, 2002,  T8X Capital  Ltd.  completed the  purchase  of
            375,000 units in our  capital  stock at  $0.10  each.   Each  unit
            consisted of one common share  and  one  one-year  share  purchase
            warrant  entitling the  holder to purchase  an  additional  common
            share for $0.14.

            Other Transactions:

            We  paid  or  accrued  $96,600  to  private companies owned by Tim
            Coupland,   our  President  and a  director,  for  management  and
            consulting fees.  We also paid $43,050 to Mr. Coupland's wife  for
            secretarial services.

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

<PAGE>
                                     -17-

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,  100,000
share purchase warrants  and  50,000  incentive  stock  options.    The  share
purchase  warrants  entitle  him  to purchase up to 100,000 common shares at a
price  of $0.20 each until October 23, 2003.  The terms of the incentive stock
options  granted  to Mr.  Yanke are described  in the  section above  entitled
"Share Ownership of Directors and Officers".

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  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.  Dr. Gandhi has not taken any significant steps to  proceed  with  his
legal claim during the past year.

     8.2. Significant Changes

There have been no significant changes since the date of the audited financial
statements included herein.

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

Period                                           High             Low

December 5, 1997 to November 30, 1998           $0.20            $0.03
December 1, 1998 to November 30, 1999           $0.10            $0.025
December 1, 1999 to November 30, 2000           $0.45            $0.02
December 1, 2000 to November 30, 2001           $0.18            $0.04
December 1, 2001 to November 30, 2002           $0.25            $0.10

December 2000 to February 2001                  $0.18            $0.06
March 2001 to May 2001                          $0.15            $0.06
June 2001 to August 2001                        $0.07            $0.04
September 2001 to November 2001                 $0.12            $0.04
December 2001 to February 2002                  $0.10            $0.10
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

September 2002                                  $0.19            $0.12
October 2002                                    $0.19            $0.14
December 2002                                   $0.19            $0.13
January 2003                                    $0.28            $0.20
February 2003                                   $0.27            $0.19
March 2003                                      $0.31            $0.17

<PAGE>
                                     -18-

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:

January 2003                                    US$0.14          US$0.14
February 2003                                   no trades
March 2003                                      US$0.20          US$0.132

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  th e terms  o f 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.

<PAGE>
                                     -19-

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 s uch
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  o f 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:

<PAGE>
                                     -20-

            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.

            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 March 15, 2003 whereby we have
            retained Clive Massey of Vancouver,  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.

<PAGE>
                                     -21-

     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.

<PAGE>
                                     -22-

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.

Not applicable

Item 16.

Not applicable
                                    PART III

<PAGE>
                                     -23-

Item 17.Financial Statements

Our audited financial statements include:

    - our balance sheet as at November 30, 2002 and November 30, 2001;

    - the following statements for the fiscal years ended November 30, 2002,
      2001 and 2000, as well as from our inception to November 30, 2002:

    - statements of operations and deficit

    - statements of cash flow; and

    - statement of changes in shareholders' equity

All of these were prepared 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 United States generally
accepted  accounting  principles  in Note 14.    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:   Opinion of Gregory S. Yanke Law Corporation

Exhibit 6:   Option Agreement dated February 12, 1998 between Alberta Star
             Mining Corp. and Mongolia Gold Resources Ltd. *

Exhibit 7:   Amending agreement between Alberta Star Development
             Corp. and Tyhee Development Corp.

Exhibit 8:   Mineral Property Purchase Agreement dated January 27, 2003 between
             Alberta Star Development Corp. and Mr. David G. Lorne.

Exhibit 9:   Mineral Property Purchase Agreement dated February 17, 2003
             between Alberta Star Development Corp. and Mr. David G. Lorne.

Exhibit 10:  Investor Relations Agreement dated February 17, 2003 between
             Alberta Star Development Corp. and National Media Associates.

Exhibit 11:  Investor Relations Agreement dated March 15, 2003 between Alberta
             Star Development Corp. and Mr. Clive Massey.

Exhibit 12:  Management Agreement dated December 1, 2000 between Alberta Star
             Mining Corp. and Tim Coupland *

Exhibit 13:  Consent of James Stafford, Chartered Accountants

Exhibit 99.1:Cerification of Chief Executive Officer pursuant to
             Section 302 of the Sarbanes-Oxley Act of  2002

Exhibit 99.2:Cerification 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 originally filed with
the commission on June 8, 2001.

<PAGE>
                                     -24-

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: April 7, 2003
                                           By:  /s/ Tim Coupland
                                                -----------------------
                                                Tim Coupland, President