SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

                                FORM 10-KSB

[ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
       THE    SECURITIES EXCHANGE ACT OF 1934

             For  the fiscal year ended December 31, 2003

[   ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to __________________

                       Commission file number: 333-87224



                        BLUESTONE VENTURES INC.
              (Name  of  small business issuer in its charter)



  Nevada                                         98-0372780
(State or other jurisdiction of               (I.R.S. Employer
  incorporation or organization)             Identification No.)



                           11940 Old Yale Road
                  Surrey, British  Columbia, Canada  V3V 3X3
                 --------------------------------------------
                    (Address of principal executive offices)


                                (604) 618-9110
                          Issuer's telephone number

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

Title of each class              Name of each exchange on which
to be so registered              each class is to be registered

        None                                  None

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


                                    Common Stock
(Title of Class)                  ---------------

Check whether the Issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act during
the past 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 _____

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and
no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.

              Yes   X                    No _____


State issuer's revenues for its most recent fiscal year:  Nil

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the
price at which the common equity was sold, or the average bid and
asked price of such common equity, as of a specified date within
the past 60 days.  (See definition of affiliate in Rule 12b-2 of
the Exchange Act.)


                   $435,250 as at March 31, 2004
                   ------------------------------

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.

        5,241,000 shares of  common  stock as at March 31, 2004
       ---------------------------------------------------------

























TABLE OF CONTENTS

                                                             Page

ITEM 1:  DESCRIPTION OF BUSINESS                                4
ITEM 2:  DESCRIPTION OF PROPERTY                               12
ITEM 3:  LEGAL PROCEEDINGS                                     12
ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS   12
ITEM 5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS                                               12
ITEM 6:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
         OPERATION                                             13
ITEM 7:  FINANCIAL STATEMENTS                                  15
ITEM 8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURES                  24
ITEM 8A:  CONTROLS AND PROCEDURES..............................24
ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
          PERSONS                                              25
ITEM 10:  EXECUTIVE COMPENSATION                               27
ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT                                           27
ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS       28
ITEM 13:  EXHIBITS AND REPORTS                                 28
ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES...............29




















PART I

ITEM 1:  DESCRIPTION OF BUSINESS

We were incorporated on July 12, 2000 with a view to acquiring and
exploring mineral properties.  During the balance of 2000, our
management reviewed various mineral property interest acquisition
opportunities.   This led to our negotiation and acquisition of an
interest in the Nagunagisic Lake Property on December 15, 2000.

During 2001, we raised capital through the sale of shares of our
common stock in order to cover administrative expenses and fund
initial exploration of our potential mineral property.

We are an exploration stage company that proposes to be engaged in
the acquisition and exploration of mineral properties.   An
"exploration stage company" in the resource industry is involved
in the search for mineral deposits on properties without
established commercially mineable reserves.

By a mineral property option agreement with Robert Gordon Anderson
dated December 15, 2000, as amended, we have the option to acquire
a 100% interest, subject to a 2% net smelter returns royalty in
favor of Mr. Anderson, in the Nagunagisic Lake property.  A net
smelter returns royalty is the amount of money that we would
receive from the sale of minerals from the Nagunagisic Lake
property to a smelter, less refining charges, ore treatment
charges, penalties and transportation costs.  This property
consists of four mineral claim units located in the Gravel River
area, Thunder Bay Mining District, Ontario, Canada.  A claim unit
is a parcel of property reserved for mineral exploration that
consists of 16 hectares.  The total area of the Nagunagisic Lake
Property is approximately 64 hectares.

To  date,  we  have not discovered an economically viable  mineral
deposit  on  the  Nagunagisic  Lake  property,  and  there  is  no
assurance that we will discover one.

In  order to maintain our option to acquire the property  in  good
standing,  we must make cash payments, incur expenditures  on  the
property and issue shares as follows:

Cash Payments

We  must pay to Robert Gordon Anderson the sum of $250,000 cash as
follows:

a)   $25,000  upon execution of the agreement. We have  made  this
     payment;

b)   $25,000  by the earlier of March 31, 2004 and the  date  that
     our shares of common stock are quoted for trading on the NASD
     OTC Bulletin Board;

c)   $100,000 by June 1, 2005; and

d)   $100,000 by June 1, 2006.


Exploration Expenditures

We must incur at least $100,000 in exploration expenditures on the
Nagunagisic Lake Property as follows:

a)   At  least  $10,000  by  August 31, 2002 (we  completed  these
     expenditures);

b)A further $30,000 by August 30, 2005; and

c)   A further $60,000 by August 30, 2006.

Issuance of Shares

We must issue 250,000 shares in our capital stock to Robert Gordon
Anderson upon execution of the agreement.  We have made this share
issuance.

Technical Information Regarding the Property

The Nagunagisic Lake property is the subject of a geological
report prepared by James G. Burns, B.Sc., P. Eng dated February 8,
2001.  The following description of the Nagunagisic Lake property
is summarized from Mr. Burns report.  Robert Gordon Anderson, the
owner of the property, paid $2,587.84 to Mr. Burns for this
report.

Location and Access

The Naguangisic Lake property is situated in north central
Ontario, approximately 14 kilometres north of Nipigon Bay on Lake
Superior and 130 km northeast from the city of Thunder Bay.  The
property lies 13 kilometres north of Highway 17, part of the Trans-
Canada Highway network.  Geographical co-ordinates for the
northeast corner of the claim are 87 degrees 43.5' west longitude
by 49 degrees 02.01 north latitude.

Currently, there is no road access into the property.  From
Highway 17, a bush road leads northward along the Gravel River and
terminates approximately two kilometres east of the property.
Consequently, the only direct means of access is by helicopter.

Exploration and Development History

In 1991 and 1992, a magnetic survey was conducted over the entire
property.  Magnetic surveys involve measuring the strength of the
earth's magnetic field.  Variations in the magnetic readings on
the property may indicate the increased likelihood of precious or
base mineral in the area.  Two apparent mineral occurrences on the
surface of the property were determined to be associated with a
magnetic low.

In 1992, two drill holes with an aggregate length of 122 metres
were drilled on a portion of the property known as the Burnt Rock
location.  Drilling involves extracting long cylinders of rock
from the ground to determine amounts of metals located in rock at
different depths.  Pieces of rock obtained, known as drill core,
are analysed for mineral content.  Rock analysed from one of the
two drill holes intersected 9.45 metres with an average grade of
2.58% zinc, 0.33% lead, 0.4% copper and 4.80 grams per tonne
silver.  The other hole drilled immediately below the first hole
from the same set-up location intersected 15.85 metres with an
average grade of 3.23% zinc, 0.58% lead, 0.06% copper and 6.17
grams per tonne silver.  These results are considered significant
given the following average grades from ore processed at the
Manitouwadge mine located 135 kilometres to the east-northeast:
3.93% zinc, 1.73% copper and 1.66 grams per tonne silver.

Conclusions and Recommendations of the Geological Report

The geological report prepared by Mr. Burns concludes that
Nagunagisic Lake property straddles a northeast trending fault.
There are two mineral occurrences on the property, named
Salamander Point and Burnt Rock, that are associated with this
fault.

Both the Salamander Point and Burnt Rock occurrences are new
discoveries that to date have been subjected to only cursory
examination.   As such, neither zone has been adequately explored
to determine the dimensions of the zone nor evaluated to ascertain
their economic potential.  To date the only exploration conducted
has consisted of a magnetic survey and the drilling of two holes
at Burnt Rock.  The drill core intercepts are not of economic
grade, but are nonetheless of significant and encouraging tenor
and across definitely mineable widths of rock to certainly merit
additional exploration.  In addition, there is at least an
indication from drill results that at the Burnt Rock occurrence,
both the average grade and the width of mineralised rock improve
below the surface of the rock.

Mr. Burns recommends a staged, multi-disciplined exploration
program as the next logical step to determine the economic
potential of the Nagunagisic Lake property.  The recommended
program comprises geological mapping, surface rock and soil
sampling and analysis, a VLF-EM survey, an induced polarization
survey and core drilling.

Geological mapping involves dividing a portion of the property
being explored into sections.  Our consulting geologist will then
record results based on the section from which data, such as rock
samples, are taken.

Surface rock and soil sampling and analysis will consist of our
consulting geologist and his assistant gathering grab samples from
property areas with the most potential to host economically
significant mineralization.  This determination is made based on a
visual inspection of the rock types on the surface of the property
and prior exploration results.  Grab samples are soil samples or
pieces of rock that appear to contain precious metals such as gold
and silver, or industrial metal such as copper and nickel.  All
samples gathered will be sent to a laboratory where they are
crushed and analysed for metal content.

Our consulting geologist will then oversee VLF-EM and induced
polarization surveys over certain property areas.  VLF, or very
low frequency, surveys use radio waves to determine whether the
rocks on a mineral property conduct electricity.  Almost of the
precious and base metals that we seek are above average conductors
of electricity and will affect VLF readings.  EM, or electro-
magnetic surveys involve measuring the strength of the earth's
magnetic field.  Variations in the magnetic readings on the
property may indicate the possible presence of precious and base
minerals.

Induced  polarization surveys measure various electrical responses
to  the  passage of alternating currents of different frequencies.
Readings  can  indicate the presence of certain types  of  mineral
deposits.

Based   on  positive  results  as  determined  by  our  consulting
geologist, we intend to conduct a phase two exploration program on
the Nagunagisic Lake property consisting of drilling.

Proposed Budget

Approximate  costs for the recommended two phase  program  are  as
following:

Phase One:

Camp improvements:                   $3,300
Line cutting:                        $2,000
Mapping:                             $2,500
Rock analysis:                       $600
Soil samples:                        $8,000
Camp costs:                          $500
IP survey:                           $10,000
Summary report preparation:          $950
Helicopter charters:                 $7,000
Travel and accommodations:           $2,000
Contingency:  10.3%                  $3,800
                                    --------
Total Phase I Costs:                $40,650

Phase Two:

Diamond drilling:                    $67,000
Camp costs:                          $  2,700
Assays/analysis:                     $  4,700
Supervision, core logging,
    report writing:                  $  5,800
Core splitter:                       $  1,300
Helicopter charter:                  $ 10,000
Travel and accommodation:            $  2,000
Contingency:  10.2%                  $  9,500
                                     --------
Total Phase II Costs:                $103,000

We intend to use our existing working capital to commence the
recommended phase one program.  We will need to raise additional
capital to complete the phase one program and to undertake the
phase two program, if warranted.

Compliance with Government Regulation

We will be required to comply with all regulations, rules and
directives of governmental authorities and agencies applicable to
the exploration of minerals in Canada generally, and in the
Province of Ontario, specifically. Under these laws, prior to
production, we have the right to explore the property, subject
only to a notice of work which may entail posting a bond.  In
addition, production of minerals in the Province of Ontario will
require prior approval of applicable governmental regulatory
agencies. We can provide no assurance to investors that such
approvals will be obtained.  The cost and delay involved in
attempting to obtain such approvals cannot be known at this time.

We will have to sustain the cost of reclamation and environmental
mediation for all exploration and development work undertaken.
The amount of these costs is not known at this time as we do not
know the extent of the exploration program that will be undertaken
beyond completion of the recommended work programs. Because there
is presently no information on the size, tenor, or quality of any
resource or reserve at this time, it is impossible to assess the
impact of any capital expenditures on earnings, our competitive
position or us in the event a potentially economic deposit is
discovered.

If we enter into production, the cost of complying with permit and
regulatory environment laws will be greater than in phase one
because the impact on the project area is greater.  Permits and
regulations will control all aspects of any production program if
the project continues to that stage because of the potential
impact on the environment. Examples of regulatory requirements
include:

          - Water discharge will have to meet water standards;

          -  Dust  generation will have to be minimal or otherwise
          re-mediated;

          - Dumping of material on the surface will have to be re-
          contoured and re-vegetated;

          -  An  assessment  of all material to  be  left  on  the
          surface will need to be environmentally benign;

          -  Ground  water  will  have to  be  monitored  for  any
          potential contaminants;

          -  The socio-economic impact of the project will have to
          be evaluated and if deemed negative, will have to be re-
          mediated; and

          -  There will have to be an impact report of the work on
          the local fauna and flora.

During  the  exploration phase, a bond will need  to  be  provided
covering  possible  land  disturbance.   In  the  case  of  normal
fieldwork,  this should be minimal.  The costs of compliance  with
environmental regulations in the production phase are variable and
cannot be determined at this time.

Employees

As  of  the  date of this prospectus, we do not have any employees
other   than  our  officers.   We  intend  to  retain  independent
geologists  and  consultants on a contract basis  to  conduct  the
proposed work programs on the Nagunagisic Lake property.

Research and Development Expenditures

We have not incurred any research or development expenditures
since our incorporation.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patent or
trademark.

Risk Factors

Any investment in our common stock involves a high degree of risk.
You  should carefully consider the risks described below  and  the
other information in this prospectus and any other filings we  may
make with the United States Securities and Exchange Commission  in
the  future before investing in our common stock.  If any  of  the
following  risks  occur,  our  business,  operating  results   and
financial condition could be seriously harmed.  The trading  price
of  our common stock could decline due to any of these risks,  and
you may lose all or part of your investment.

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

Our  current  operating funds are less than necessary to  complete
the   development  and  exploration  of  our  mineral  claim,  and
therefore we will need to obtain additional financing in order  to
complete our business plan.  As of March 27, 2004, we had cash  on
hand of $49,959.  Our business plan calls for significant expenses
in  connection  with  the  exploration  of  the  Nagagunisic  Lake
property.   The  Phase I exploration program on  the  property  as
recommended  by  our  consulting geologist is  estimated  to  cost
approximately  $40,000.  We will require additional  financing  in
order to complete these activities.  Although we may complete  the
Phase I program in several sub-phases, this will increase the cost
of the exploration program.

We  must also make the following cash payments to Robert Anderson,
the  owner of the Nagagunisic Lake property, in order to keep  our
option to acquire the property in good standing:  $25,000 by March
31,  2004;  a  further  $100,000 by June 1,  2005  and  a  further
$100,000  by  June 1, 2006.  If we cannot raise  funds  for  these
payments,  we  must  either renegotiate  our  agreement  with  Mr.
Anderson or lose any interest in the Lake Nagunagisic property.

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.
Obtaining  additional financing would be subject to  a  number  of
factors,  including market prices for any minerals found, investor
acceptance of our property, and investor sentiment.  These factors
may  make  the  timing, amount, terms or conditions of  additional
financing unavailable to us.

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 or development thereof, which is not presently
contemplated.

Because we have only recently commenced business operations, we
face a high risk of business failure.

We have not begun the initial stages of exploration of our mineral
claim,  and  thus have no way to evaluate the likelihood  that  we
will  be  able  to  operate our business  successfully.   We  were
incorporated in July 2000 and to date have been involved primarily
in organizational activities and the acquisition of an interest in
the  Lake  Nagunagisic  mineral claim.  We  have  not  earned  any
revenues  as of the date of this prospectus.  Potential  investors
should  be aware of the difficulties normally encountered  by  new
mineral exploration companies and the high rate of failure of such
enterprises.

The  likelihood  of success must be considered  in  light  of  the
problems,   expenses,  difficulties,  complications   and   delays
encountered  in  connection with the exploration  of  the  mineral
properties  that  we plan to undertake.  These potential  problems
include,  but are not limited to, unanticipated problems  relating
to  exploration and additional costs and expenses that may  exceed
current  estimates.  We have no history upon  which  to  base  any
assumption  as  to  the likelihood that our  business  will  prove
successful, and we can provide no assurance to investors  that  we
will  generate  any operating revenues or ever achieve  profitable
operations. If we are unsuccessful in addressing these risks,  our
business will most likely fail.

Because we have only recently commenced business operations, we
expect to incur operating losses for the foreseeable future.

We  have  never earned revenues and we have never been profitable.
Prior  to completing exploration on the Nagunagisic Lake property,
we  anticipate  that  we will incur increased  operating  expenses
without  realizing  any revenues.  We therefore  expect  to  incur
significant losses into the foreseeable future.  If we are  unable
to  generate significant revenues from our mineral claims, we will
not be able to achieve profitability or continue operations.

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

Our management, while experienced in business operations, has only
limited  experience in mineral exploration.  None of our directors
has  any  geological training.  As a result of this  inexperience,
there  is  a higher risk that we will be to complete our  business
plan in the exploration of our mineral property.


Because of the speculative nature of mineral property exploration,
there is substantial risk that no commercially exploitable
minerals will be found and our business will fail.

The search for valuable minerals as a business is extremely risky.
We can provide investors with no assurance that the Nagunagisic
Lake property contains commercially exploitable reserves.
Exploration for minerals is a speculative venture necessarily
involving substantial risk.  The exploration work that we intend
to conduct on the Nagunagisic Lake property may not result in the
discovery of commercial quantities of ore.  Problems such as
unusual or unexpected rock formations and other conditions are
involved in mineral exploration and often result in unsuccessful
exploration efforts.  In such a case, we would be unable to
complete our business plan.

Because of the inherent dangers involved in mineral exploration,
there is a risk that we may incur liability or damages as we
conduct our business.

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

If we discover commercial reserves of precious metals on our
mineral property, we can provide no assurance that we will be able
to successfully place the mineral claims into commercial
production.

Our mineral property does not contain any known bodies of ore.
If our exploration programs are successful in establishing ore of
commercial tonnage and grade, we will require additional funds in
order to place the mineral claims into commercial production.  In
such an event, we may be unable to do so.

If we do not obtain clear title to our mineral claim, our business
     may fail.

While  we  have  obtained geological reports with respect  to  our
mineral  property, this should not be construed as a guarantee  of
title.    The  property  may  be  subject  to  prior  unregistered
agreements  or transfers or native land claims, and title  may  be
affected by undetected defects.  The Nagunagisic Lake property has
not   been  surveyed  and  therefore,  the  precise  location  and
boundaries of the property may be in doubt.

Because market factors in the mining business are largely out of
our control, we may not be able to market any ore that may be
found.

The mining industry, in general, is intensively competitive and we
can provide no assurance to investors even if commercial
quantities of ore are discovered that a ready market will exist
for the sale of any ore found.  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 minerals and environmental protection.  The exact effect of
these factors cannot be accurately predicted, but the combination
of these factors may result in our not receiving an adequate
return on invested capital.

We are dependent on our directors who will not devote their full
time and attention to our affairs and this could result in delays
or business failure.

Our three officers and directors are all employed on a full time
basis with other companies.  Loss of any of their services may
hamper our ability to implement our business plan, and could cause
our stock to become worthless.  We will be heavily dependent upon
our three directors' entrepreneurial skills and experience to
implement our business plan.  Their inability to devote full time
and attention to our affairs could result in delays in getting
into our proposed business.

We do not have an employment agreement with any of our three
officers and directors and there is no assurance that they will
continue to manage our affairs in the future.  We could lose the
services of any or all of our officers and directors, or they
could decide to join a competitor or otherwise compete with us
directly or indirectly.  This would have a negative affect on our
proposed business and could cause the price of the stock to be
worthless. The services of our officers and directors would be
difficult to replace. Because investors will not  be able to
evaluate the merits of our business decisions, they should
carefully and critically assess the background of each director.

Our  directors  own approximately 66.8% of our outstanding  common
stock, they will control and make corporate decisions that may  be
disadvantageous to minority shareholders.

Collectively, our directors own approximately 66.8% of the
outstanding shares of our common stock. Accordingly, they will
have a significant influence in determining the outcome of all
corporate transactions and also the power to prevent or cause a
change in control. The interests of our directors may differ from
the interests of the other stockholders and thus result in
corporate decisions that are disadvantageous to other
shareholders.

Because our stock price will initially be less than $5.00 per
share and because our shares will not be quoted on a national
exchange, we are likely to be subject to government regulations
concerning broker dealer practices in connection with penny
stocks.

The Securities & Exchange Commission has adopted rules that
regulate broker-dealer practices in connection with transactions
in penny stocks. Penny stocks are generally equity securities with
a price of less than $5.00 per share.  The penny stock rules
require a broker-dealer, prior to a transaction in a penny stock
not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Commission, which: (i)
contains a description of the nature and level of risk in the
market for penny stocks in both public offerings and secondary
trading; (ii) contains a description of the broker's or dealer's
duties to the customer and of the rights and remedies available to
the customer with respect to a violation to such duties or other
requirements of Securities' laws; (iii) contains a brief, clear,
narrative description of a dealer market, including "bid" and
"ask"  prices for penny stocks and  significance of the spread
between the "bid" and "ask" price;  (iv) contains a toll-free
telephone number for inquiries on disciplinary actions; (v)
defines significant  terms in the disclosure document or in the
conduct of trading in penny stocks; and (vi) contains such other
information and is in such form  (including language, type, size
and format),  as the Commission shall require by rule or
regulation.  The broker-dealer also must provide, prior to
effecting any transaction in a penny stock, the customer (i) with
bid and offer quotations for the penny stock; (ii) the
compensation of the broker-dealer and its salesperson in the
transaction; (iii) the number of shares to which such bid and ask
prices apply, or other comparable information relating to the
depth and liquidity of the market for such stock; and (iv) monthly
account statements showing the market value of each penny stock
held in the customer's  account. In addition, the penny stock
rules require that prior to a transaction in a penny stock not
otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written
acknowledgment of the receipt of a risk disclosure statement, a
written agreement to transactions involving penny stocks, and a
signed and dated copy of a written suitably statement.  These
disclosure requirements may have the effect of reducing the
trading activity in the secondary market for our stock if it
becomes subject to these penny stock rules. Therefore, if our
common stock become subject to the penny stock rules, stockholders
may have difficulty selling our securities.

There is no liquidity for our common stock.

There is presently no demand for the common stock of our company.
There is presently no public market in our shares. While we intend
to apply for a quotation on the Over the Counter Bulletin Board,
we cannot guarantee that our application will be approved and our
stock listed and quoted for sale.

Our common stock has no prior market and resale of your shares may
be difficult.

There is no public market for our common stock and no assurance
can be given that a market will develop or that any shareholder
will be able to liquidate his investment without considerable
delay, if at all.

The trading market price of our common stock may decline below the
price at which it was sold. If a market should develop, the price
may be highly volatile. In addition, an active public market for
our common stock may not develop or be sustained. If selling
stockholders sell all or substantial amounts of their common stock
in the public market,  the market price of our common stock could
fall.

Forward-Looking Statements

This   annual  report  contains  forward-looking  statements  that
involve risks and uncertainties.  We use words such as anticipate,
believe,  plan, expect, future, intend and similar expressions  to
identify  such forward-looking statements.  You should  not  place
too much reliance on these forward-looking statements.  Our actual
results are likely to differ materially from those anticipated  in
these  forward-looking statements for many reasons, including  the
risks  faced  by us described in the above "Risk Factors"  section
and elsewhere in this document.

ITEM 2:  DESCRIPTION OF PROPERTY

We  own no properties. Our executive offices are located at  11940
Old Yale Road, Surrey, British Columbia, Canada.

Our  president,  Mr.  Edward  Wong, provides  principal  executive
office  space and a telephone to us. During 2003, we accrued  rent
charges  of $4,500 to a company which is controlled by a  relative
of Mr. Wong.

ITEM 3:  LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened against us.

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No  matters were submitted during the fourth quarter of our fiscal
year  to  a vote of security holders, through the solicitation  of
proxies or otherwise.

PART II

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our  shares of common stock do not trade on any stock exchange  or
through  the  facilities of any quotation system.  While  we  have
applied  for  our  shares of common stock  to  be  quoted  on  the
National  Association of Securities Dealers' OTC  Bulletin  Board,
there is no guarantee that we will be successful.

We had 48 shareholders of record as at March 31, 2004.

Dividends

There  are  no  restrictions in our articles of  incorporation  or
bylaws  that  prevent  us  from declaring  dividends.  The  Nevada
Revised Statutes, however, do prohibit us from declaring dividends
where, after giving effect to the distribution of the dividend:

1.    we would not be able to pay our debts as they become due  in
the usual course of business; or

2.   our  total  assets would be less than the sum  of  our  total
     liabilities plus the amount that would be needed  to  satisfy
     the  rights  of  shareholders who  have  preferential  rights
     superior to those receiving the distribution.

We  have not declared any dividends, and we do not plan to declare
any dividends in the foreseeable future.

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operation

The Company was organized as a Nevada corporation on July 12, 2000
for the purpose of acquiring and exploring mineral properties.

We  plan to conduct the recommend phase one exploration program on
the  Nagunagisic  Lake property consisting of geological  mapping,
surface  rock and soil sampling and analysis, a VLF-EM survey  and
an  induced polarization survey.  We anticipate that the  cost  of
this  part  of  this  program will be approximately  $40,650.   We
commenced  this exploration program in summer 2002.  We  completed
initial work on the property in July 2002.

We  retained Mr. Robert Reukl, a geologist, to perform  geological
work  on  the  property, including line cutting and  a  magnometer
survey.  The magnometer survey resulted in the discovery of a 400-
meter  long  conductor coincident with the Burnt Rock  mineralized
zone.    This conductor offers an excellent target for  follow  up
exploration  work  in  the Burnt Rock area.  Magnetometer  surveys
involve  measuring  the  strength of the earth's  magnetic  field.
Variations  in the magnetic readings on the property may  indicate
the increased likelihood of precious or base minerals in the area.
The  discovery of a 400-meter long conductor means that  the  rock
underlying  this  area  of the property  has  higher  than  normal
magnetic  properties.   This may indicate the presence of  copper,
zinc, silver and gold.  However, it may also indicate the presence
of  rocks,  such as magnetite, that have little commercial  value.
Accordingly, additional exploration is necessary to determine  the
cause of the magnetometer reading.

Due to funding difficulties and Mr. Reukl's work schedule, we were
unable  to  continue  exploration work  on  the  Nagunagisic  Lake
property  in  the current fiscal year.  Subject to  financing,  we
intend  to resume exploration in the summer of 2004.  In order  to
complete  Phase  I  of the proposed exploration program,  we  will
conduct an induced polarization survey on the property and collect
soil samples.  We shall have to raise additional funds to complete
the Phase I portion of our project.

If  results  from phase one of the work program on the Nagunagisic
Lake  property are positive, we intend to commence the  phase  two
drill  program as described in the geological report and estimated
to  cost  $103,000.  Results of the phase one work program will be
considered  positive  if  our  consulting  geologist,  Mr.  Reukl,
believes  there is evidence that the property contains significant
amounts  of precious or based metals that it may potentially  host
reserves.   If  any  of the samples that our consulting  geologist
gathers  from the Phase I exploration program yield  at  least  1%
zinc,  1%  copper,  or 5 grams per tonne silver,  these  would  be
considered significant amounts.  We anticipate that we  will  have
to  raise  additional funding in order to conduct  the  phase  two
program  and  that  his  phase  would  be  conducted,  subject  to
financing, during summer or early fall of 2004.

The  nature of our activities after commencing the Phase  II  work
program  are anticipated to be as follows: raising funds necessary
to  commence and complete program; retaining geological consultant
to  oversee exploration program; arranging with consultant to hire
additional  personnel  for program including  helicopter  charter,
drilling  company and geological helpers; organizing establishment
of  camp and lodging requirements; keeping shareholders and market
advised of progress and results; arranging for shipment of samples
for assay analysis.

We anticipate spending approximately $1,500 in ongoing general and
administrative expenses per month for the next twelve months.   In
addition,  we must pay the owner of the Nagunagisic Lake  property
$25,000 by March 31, 2004 in order to keep our option agreement in
good standing.  We have the funds on hand to make this payment.

Our   completion  of  the  work  programs  and  investigation  and
acquisition of additional mineral property interests is subject to
our  obtaining  adequate financing.  During  the  12-month  period
following  the  date  of this registration statement,  we  do  not
anticipate  generating any revenue.  We intend to raise additional
capital  through private or public offerings of our common  stock.
We  do  not  have  any financing arranged, nor has an  underwriter
expressed  an  interest in a public offering.  Accordingly,  there
can be no assurance that additional funding will be available.  In
the absence of such financing, our business plan will fail.

We  may  consider  entering into a joint  venture  partnership  to
provide  the required funding to develop the Nagunagisic property.
We  have  not  undertaken any efforts to locate  a  joint  venture
partner for the Nagunagisic property.  If we entered into a  joint
venture  arrangement, we would likely have to assign a  percentage
of our interest in the property to the joint venture partner.

Based  on  the  nature  of our business, we  anticipate  incurring
operating  losses  in  the  foreseeable  future.   We  base   this
expectation, in part, on the fact that very few mineral properties
in  the  exploration  stage  ultimately  develop  into  producing,
profitable mines. Our future financial results are also  uncertain
due to a number of factors, some of which are outside our control.
These factors include, but are not limited to:

- our ability to raise additional funding

- the market for base minerals such as zinc, copper and silver

- results of our proposed exploration programs on the Nagunagisic
  Lake property

- our ability to find joint venture partners for the development
  of our property interests

If  we  are successful in completing an equity financing, existing
shareholders  will experience dilution of their  interest  in  our
company.  In the event we are not successful in raising additional
financing, we anticipate that we will not be able to proceed  with
our  business plan.  In such a case, we may decide to  discontinue
our  current  business plan and seek other business opportunities.
In  the event no other such opportunities are available, we may be
forced  to  discontinue  business.  We do not  have  any  specific
alternative  business opportunities in mind and have  not  planned
for any such contingency.

If  we find sufficient evidence of mineralization in Phase II,  we
would  likely conduct additional drilling on the Nagunagisic  Lake
property  to determine the extent of such mineralization.   If  we
decide  to conduct additional drilling, we will require additional
funding.  The  cost of such a program cannot be  determined  until
results  from  the first two phases of exploration are  completed.
However,  we  estimate that such a program will cost approximately
$250,000.

We  anticipate  that additional funding will be  in  the  form  of
equity  financing from the sale of our common stock.  However,  we
cannot  provide investors with any assurance that we will be  able
to  raise sufficient funding from the sale of our common stock  to
fund  additional  phases of exploration.   We  believe  that  debt
financing  will  not  be  an alternative  for  funding  additional
drilling.  We do not have any arrangements in place for any future
equity financing.

Results Of Operations For Year Ended December 31, 2003

We did not earn any revenue during the year ended December 31,
2003.  We do not anticipate earning revenue until we have entered
into commercial production of the Nagunagisic Lake property.  We
are presently in the exploration stage of our business and we can
provide no assurance that we will discover economic mineralization
levels of minerals on the property, or if such minerals are
discovered, that we will enter into commercial production.

We incurred operating expenses in the amount of $63,277 (2002 -
$47,518) for the fiscal year ended December 31, 2003. These
operating expenses were comprised of professional fees of $30,575
(2002 - $28,961) incurred in connection with the filing of a
registration statement with the Securities & Exchange Commission;
$26,500 (2002 - $7,000) in consulting services, including $24,000
recorded in 2003 for donated services that our directors and
officers provided us; general and administrative costs of $4,647
(2002 - $282); and transfer agent and filing fees of $1,555 (2002
- $275). There were no mineral property expenditures in 2003
compared to $11,000 in 2002 as none were required by the mineral
property option agreement.

Our net loss increased from $47,437 in fiscal 2002 to $63,275 in
fiscal 2003.  The increase in net loss was primarily due to an
increase in consulting service fees from $7,000 in 2002 to $26,500
in 2003.  Of the $26,500 in services recorded, $24,000 was for
services our directors and officers provided to us free of charge.
Accordingly, our cash flow position was not affected by this
increase.

Professional fees remained our most significant expense in fiscal
2003.  We paid or accrued $28,961 for accounting, audit and legal
costs in 2002 and an additional $30,575 in 2003.  These costs
related to our filing of a registration statement on Form SB-2
with the Securities & Exchange Commission.  As this filing has
been declared effective, we expect that the amount of professional
fees that we incur will be less in 2004.

We have not attained profitable operations and are dependent upon
obtaining financing to pursue exploration activities.  For these
reasons our auditors stated in their report that they have
substantial doubt that we will be able to continue as a going
concern.

At  December  31,  2003, we had cash on hand of $1,102  and  total
current  liabilities of $56,132 for a working capital  deficit  of
$55,030.  During the year we received $2,500 in subscriptions  for
common stock.

Subsequent to the fiscal year end, we completed an offering of our
common stock pursuant to our registration statement on Form  SB-2.
This  offering  consisted of the sale of 260,000 shares  at  $0.25
each  for  gross  proceeds of $65,000, of which  $2,500  had  been
received as at December 31, 2003.

ITEM 7:  FINANCIAL STATEMENTS

Bluestone Ventures Inc.
(An Exploration Stage Company)


                                                            Index


Auditors' Report                                              F-1

Balance Sheets                                                F-2

Statements of Operations                                      F-3

Statements of Cash Flows                                      F-4

Statement of Stockholders' Equity (Deficit)                   F-5

Notes to the Financial Statements                             F-6



Independent Auditors' Report

To the Board of Directors and Stockholders of
Bluestone Ventures Inc.
(An Exploration Stage Company)

We  have  audited  the  accompanying balance  sheet  of  Bluestone
Ventures Inc. (a Nevada corporation) as of December 31, 2003,  and
the related statements of operations, cash flows and stockholders'
deficit  for  the year then ended. These financial statements  are
the responsibility of the Company's management. Our responsibility
is  to  express an opinion on these financial statements based  on
our  audit.  The accompanying balance sheet of Bluestone  Ventures
Inc.  as  of  December  31, 2002, and the  related  statements  of
operations,  cash flows, stockholders' deficit for the  year  then
ended  and accumulated for the period from July 12, 2000 (Date  of
Inception) to December 31, 2002, were audited by other auditors in
their  report  dated  April 9, 2003. Those auditors  expressed  an
unqualified opinion on those financial statements and included  an
explanatory paragraph describing the substantial doubt  about  the
Company's ability to continue as a going concern.

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

In  our  opinion, the aforementioned financial statements referred
to  above  present fairly, in all material respects, the financial
position  of Bluestone Ventures Inc. as of December 31, 2003,  and
the results of its operations and its cash flows for the year then
ended  in conformity with accounting principles generally accepted
in the United States.

The  accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note
1  to the financial statements, the Company has not generated  any
revenue  since  inception  and will need additional  financing  to
sustain  operations. These factors raise substantial  doubt  about
the Company's ability to continue as a going concern. Management's
plans in regard to these matters are also discussed in Note 1. The
financial  statements  do not include any adjustments  that  might
result from the outcome of this uncertainty.

/s/ Manning Elliott

CHARTERED ACCOUNTANTS

Vancouver, Canada

March 25, 2004

Bluestone Ventures Inc.
(An Exploration Stage Company)
Balance Sheets
(expressed in U.S. dollars)

                                          December 31   December31,
                                              2003         2002
                                               $             $

Assets

Current Assets

Cash                                       1,102         2,858
                                          ---------------------
Total Assets                               1,102         2,858
                                          ---------------------

Liabilities and Stockholders' Deficit

Current Liabilities

Accounts payable                            26,317        13,613
Accrued liabilities                         10,500        2,000
Due to related parties (Note 4)             19,315        5,500
                                            --------------------
Total Liabilities                           56,132        21,113
                                            --------------------
Contingency and Commitments (Note 1)

Stockholders' Deficit

Preferred Stock, 5,000,000 shares              -             -
authorized with a par value of $0.001;
none issued

Common Stock, 70,000,000 shares authorized    4,981        4,981
with a par value of $0.001; 4,981,000
shares issued and outstanding

Common Stock Subscribed (Note 6)               10            -

Additional Paid In Capital                   74,859       72,369

Donated Capital (Note 4(d))                  30,000        6,000

Deficit Accumulated During the Exploration (164,880)    (101,605)
Stage                                      -----------------------

Total Stockholders' Deficit                 (55,030)     (18,255)
                                          ------------------------
Total Liabilities and Stockholders'           1,102        2,858
Deficit                                   ========================





Bluestone Ventures Inc.
(An Exploration Stage Company)
Statements of Operations
(expressed in U.S. dollars)


                                                                      From
                                         Year           Year      July 12,2000
                                         Ended         Ended        (Date of
                                                                   Inception)
                                     December 31,   December 31,  to December
                                         2003           2002        31,  2003
                                           $             $              $

Revenue                                 -                -             -

Expenses

Consulting services (Note 4(d))        26,500          7,000         33,500
General and administrative (Note        4,647            282          5,589
4(b))
Mineral property expenditures
 (Note - 3)                               -           11,000         62,000

Professional fees                      30,575         28,961         61,786
Transfer agent and filing fees          1,555            275          2,650
                                       -------------------------------------
Total Expenses                         63,277         47,518        165,525
                                       -------------------------------------
Net Loss Before Other Income          (63,277)       (47,518)      (165,525)

Other Income

Interest                                  2               81            645
                                      -------------------------------------
Net Loss for the Period               (63,275)       (47,437)      (164,880)
                                      =====================================
Net Loss Per Share - Basic and          (0.01)         (0.01)
Diluted                               =====================================

Weighted Average Shares Outstanding   4,981,000      5,023,000
                                      =====================================





Bluestone Ventures Inc.
(An Exploration Stage Company)
Statements of Cash Flows
(expressed in U.S. dollars)


                                                                   From
                                          Year         Year      July 12,
                                                                   2000
                                         Ended         Ended     (Date of
                                                                Inception)
                                      December 31,   December   to December
                                                        31,         31,
                                          2003         2002        2003
                                           $             $           $

Cash Flows to Operating Activities

Net loss for the period               (63,275)       (47,437)    (164,880)

Adjustments to reconcile net loss to
net cash used in operating
activities

Donated services                       24,000          6,000       30,000
Expenses settled with issuance of        -                -        25,000
stock

Changes in operating assets and
liabilities

Increase in accounts payable and       21,204         14,113       36,817
accrued liabilities
Increase in amounts due to related     13,815          5,500       19,315
parties                               -----------------------------------

Net Cash Provided Used in Operating    (4,256)       (21,824)     (53,748)
Activities                            -----------------------------------

Cash Flows from Financing Activities

Subscriptions received for common       2,500            -          2,500
stock
Issuance (cancellation) of common         -            (250)       52,350
stock for cash                        -----------------------------------

Net Cash Provided by (Used in)          2,500          (250)       54,850
Financing Activities                  -----------------------------------

Increase (decrease) in cash            (1,756)      (22,074)        1,102

Cash - beginning of period              2,858        24,932           -
                                       ----------------------------------
Cash - end of period                    1,102         2,858         1,102
                                       ==================================

Non-Cash Investing and Financing
Activities

Common stock issued for mineral       -                -           25,000
property option                       ===================================

Supplemental Disclosures

Interest paid                         -               -               -
Income tax paid                       -               -               -





Bluestone Ventures Inc.
(An Exploration Stage Company)
Statement of Stockholders' Equity (Deficit)
From July 12, 2000 (Date of Inception) to December 31, 2003
(expressed in U.S. dollars)

<TABLE>
<CAPTION>


                                                                     Deficit
                                                                     Accumulated
                                         Common     Additional       During the
                                         Stock      Paid In  Donated Exploration
                       Shares    Amount  Subscribed Capital  Capital Stage       Total
                         #         $        $         $        $      $           $

<S>                    <C>       <C>     <C>         <C>       <C>     <C>        <C>
Balance - July 12,      -         -      -            -         -       -          -
2000 (Date of
Inception)

Common stock issued    4,781,000 4,781   -           27,819     -       -         32,600
for cash
Common stock issued    250,000   250     -           24,750     -       -         25,000
for mineral property
Net loss for the        -         -      -            -         -      (51,164)  (51,164)
year                   -----------------------------------------------------------------

Balance - December     5,031,000 5,031   -           52,569     -      (51,164)    6,436
31, 2000

Common stock issued    200,000   200     -           19,800     -         -       20,000
for cash
Net loss for the        -         -      -              -       -       (3,004)   (3,004)
year                   -----------------------------------------------------------------

Balance - December     5,231,000 5,231   -           72,369     -      (54,168)   23,432
31, 2001

Common stock           (250,000) (250)   -             -        -          -       (250)
cancelled for cash
Donated services          -       -      -             -        6,000      -       6,000
Net loss for the          -       -                    -        -      (47,437)  (47,437)
year                  ------------------------------------------------------------------
Balance - December    4,981,000  4,981   -           72,369    6,000   (101605)  (18,255)
31, 2002

Subscriptions         10,000      -      10          2,490        -       -        2,500
received for common
stock received in
cash

Donated services        -         -                     -     24,000      -       24,000

Net loss for the        -         -                     -       -      (63,275)  (63,275)
year                 -------------------------------------------------------------------

Balance - December   4,991,000   4,981   10         74,859    30,000  (164,880)  (55,030)
31, 2003            =====================================================================

</TABLE>

1.Exploration Stage Company

  Bluestone Ventures Inc. (the "Company") was incorporated in  the
  State  of  Nevada,  U.S.A. on July 12,  2000  and  is  based  in
  Vancouver, BC, Canada. The Company's principal business plan  is
  to  acquire,  explore  and  develop mineral  properties  and  to
  ultimately seek earnings by exploiting the mineral claims.

  The  Company  has  been  in  the  exploration  stage  since  its
  formation  on  July  12,  2000 and  has  not  yet  realized  any
  revenues  from  its planned operations. It is primarily  engaged
  in  the  acquisition and exploration of mining properties.  Upon
  location  of  a  commercial mineable reserve, the  Company  will
  actively   prepare   the  site  for  extraction.   At   present,
  management  devotes most of its activities to  raise  sufficient
  funds  to  further  explore and develop its mineral  properties.
  The  ability of the Company to emerge from the exploration stage
  with  respect  to  any  planned principal business  activity  is
  dependent  upon  its  successful  efforts  to  raise  additional
  equity  financing  and/or attain profitable  mining  operations.
  Management  has  plans  to  seek additional  capital  through  a
  private  placement  and public offering  of  its  common  stock.
  There  is no guarantee that the Company will be able to complete
  any  of  the  above objectives. These factors raise  substantial
  doubt  regarding the Company's ability to continue  as  a  going
  concern.

  At  December 31, 2003, the Company had a working capital deficit
  of  $55,030. A minimum of $6,000 per quarter is needed to  cover
  expenses.  Thus  in  the  next year  the  Company  will  require
  $79,030   to  cover  both  new  expenses  and  preserve  working
  capital. This amount would operate the Company but leave  little
  or  nothing for exploration. The Company expects to fund  itself
  in the next twelve months by issuance of shares for cash.

  The  Company  filed  an  SB-2 Registration  Statement  with  the
  United  States  Securities  and Exchange  Commission  which  was
  declared effective on June 19, 2003.

  On  March 1, 2004, the Company completed a private placement  of
  260,000  common shares at $0.25 per share for total proceeds  of
  $65,000.  As at December 31, 2003, $2,500 had been received  for
  10,000 shares to be issued.


2.Summary of Significant Accounting Policies

  (a)  Basis of Presentation

     These financial statements and related notes are presented in
     accordance  with accounting principles generally accepted  in
     the  United  States  and are expressed  in  US  dollars.  The
     Company  has  not  produced any revenue  from  its  principal
     business  and is an exploration stage company as  defined  by
     Statement of Financial Accounting Standard ("SFAS") No. 7.

  (b)  Year End

     The Company's fiscal year end is December 31.

  (c)  Use of Estimates

     The  preparation  of financial statements in conformity  with
     accounting principles generally accepted in the United States
     requires  management to make estimates and  assumptions  that
     affect  the  reported amounts of assets and  liabilities  and
     disclosure of contingent assets and liabilities at  the  date
     of  the  financial  statements and the  reported  amounts  of
     revenues  and  expenses  during the periods.  Actual  results
     could differ from those estimates.

  (d)  Cash and Cash Equivalents

     The  Company considers all highly liquid instruments  with  a
     maturity  of three months or less at the time of issuance  to
     be cash equivalents.
2.Summary of Significant Accounting Policies (continued)

  (e)  Foreign Currency Translation

     The Company's functional and reporting currency is the United
     States  dollar. The financial statements of the  Company  are
     translated to United States dollars in accordance  with  SFAS
     No.  52  "Foreign Currency Translation". Monetary assets  and
     liabilities denominated in foreign currencies are  translated
     using the exchange rate prevailing at the balance sheet date.
     Gains  and  losses  arising on translation or  settlement  of
     foreign  currency denominated transactions  or  balances  are
     included  in  the  determination of income. Foreign  currency
     transactions  are  primarily undertaken in Canadian  dollars.
     The  Company  has  not,  to  the  date  of  these  financials
     statements, entered into derivative instruments to offset the
     impact of foreign currency fluctuations.

  (f)  Mineral Property Costs

     The  Company  has  been in the exploration  stage  since  its
     formation  in  July  12, 2000 and has not  yet  realized  any
     revenues from its planned operations. It is primarily engaged
     in  the  acquisition  and exploration of  mining  properties.
     Mineral  property  acquisition  and  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, the costs incurred
     to develop such property, are capitalized. Such costs will be
     amortized  using  the  units-of-production  method  over  the
     estimated life of the probable reserve.

  (g)  Stock-Based Compensation

     The  Company has adopted SFAS No. 123 "Accounting  for  Stock
     Based  Compensation" which requires that stock awards granted
     to employees and non-employees are recognized as compensation
     expense  based  on  the fair market value  of  the  goods  or
     services received whichever is more reliably measurable.  The
     Company does not have a stock option plan and has not  issued
     stock options since its inception.

  (h)  Basic and Diluted Net Income (Loss) Per Share
     The   Company  computes  net  income  (loss)  per  share   in
     accordance  with  SFAS No. 128, "Earnings  per  Share"  (SFAS
     128).  SFAS  128  requires presentation  of  both  basic  and
     diluted  earnings per share (EPS) on the face of  the  income
     statement.  Basic  EPS  is computed by  dividing  net  income
     (loss)  available to common shareholders (numerator)  by  the
     weighted  average number of shares outstanding  (denominator)
     during  the period. Diluted EPS gives effect to all  dilutive
     potential   common  shares  outstanding  during  the   period
     including stock options, using the treasury stock method, and
     convertible  preferred stock, using the if-converted  method.
     In  computing  diluted EPS, the average stock price  for  the
     period is used in determining the number of shares assumed to
     be  purchased from the exercise of stock options or warrants.
     As  there are no potentially dilutive shares, the diluted net
     loss per share has not been calculated.

  (i)  Financial Instruments

     Financial   instruments   which   include   cash   and   cash
     equivalents, accounts payable, accrued liabilities,  and  due
     to  related  parties  were  estimated  to  approximate  their
     carrying  values due to the immediate or short-term  maturity
     of  these financial instruments. The Company's operations are
     in Canada and virtually all of its assets and liabilities are
     giving  rise  to  significant exposure to market  risks  from
     changes in foreign currency rates. The financial risk is  the
     risk to the Company's operations that arise from fluctuations
     in  foreign  exchange rates and the degree of  volatility  of
     these  rates. Currently, the Company does not use  derivative
     instruments to reduce its exposure to foreign currency risk.

  (j)  Comprehensive Loss

     SFAS  No.  130, "Reporting Comprehensive Income," establishes
     standards for the reporting and display of comprehensive loss
     and  its  components  in  the  financial  statements.  As  of
     December  31,  2003 and 2002 the Company has  no  items  that
     represent comprehensive loss and, therefore, has not included
     a schedule of comprehensive loss in the financial statements.
2.Summary of Significant Accounting Policies (continued)

  (k)  Recent Accounting Pronouncements

     In  May  2003, the FASB issued SFAS No. 150, "Accounting  for
     Certain  Financial Instruments with Characteristics  of  both
     Liabilities  and Equity". SFAS No. 150 establishes  standards
     for  how  an issuer classifies and measures certain financial
     instruments  with  characteristics of  both  liabilities  and
     equity.  It  requires  that an issuer  classify  a  financial
     instrument  that  is within its scope as a liability  (or  an
     asset  in  some circumstances). The requirements of SFAS  No.
     150  apply  to  issuers' classification  and  measurement  of
     freestanding  financial  instruments,  including  those  that
     comprise  more than one option or forward contract. SFAS  No.
     150  does  not  apply  to features that  are  embedded  in  a
     financial  instrument  that  is  not  a  derivative  in   its
     entirety. SFAS No. 150 is effective for financial instruments
     entered into or modified after May 31, 2003, and otherwise is
     effective  at  the  beginning of  the  first  interim  period
     beginning   after  June  15,  2003,  except   for   mandatory
     redeemable  financial instruments of non-public entities.  It
     is to be implemented by reporting the cumulative effect of  a
     change  in  an accounting principle for financial instruments
     created  before the issuance date of SFAS No. 150  and  still
     existing  at the beginning of the interim period of adoption.
     Restatement  is not permitted. The adoption of this  standard
     did  not  have a material effect on the Company's results  of
     operations or financial position.

     In  December  2002, the FASB issued SFAS No. 148, "Accounting
     for  Stock-Based  Compensation - Transition and  Disclosure",
     which  amends SFAS No. 123 to provide alternative methods  of
     transition  for  a voluntary change to the fair  value  based
     method  of  accounting for stock-based employee compensation.
     In addition, SFAS No. 148 expands the disclosure requirements
     of SFAS No. 123 to require more prominent disclosures in both
     annual  and interim financial statements about the method  of
     accounting  for  stock-based employee  compensation  and  the
     effect of the method used on reported results. The transition
     provisions  of  SFAS No. 148 are effective for  fiscal  years
     ended  after December 15, 2002. The disclosure provisions  of
     SFAS  No.  148  are  effective for financial  statements  for
     interim  periods  beginning  after  December  15,  2002.  The
     transition provisions do not currently have an impact on  the
     Company's financial position and results of operations as the
     Company currently has no stock-based employee compensation.

     In  June,  2002,  FASB issued SFAS No. 146,  "Accounting  for
     Costs  Associated  with  Exit or  Disposal  Activities".  The
     provisions  of  this  Statement are  effective  for  exit  or
     disposal  activities that are initiated  after  December  31,
     2002,  with  early  application  encouraged.  This  Statement
     addresses  financial  accounting  and  reporting  for   costs
     associated  with  exit or disposal activities  and  nullifies
     Emerging  Issues Task Force (EITF) Issue No. 94-3, "Liability
     Recognition  for  Certain Employee Termination  Benefits  and
     Other  Costs  to  Exit an Activity (including  Certain  Costs
     Incurred in a Restructuring)". This Statement requires that a
     liability  for  a  cost associated with an exit  or  disposal
     activity  be  recognized when the liability is incurred.  The
     Company  adopted SFAS No. 146 on January 1, 2003. The  effect
     of  adoption  of  this standard on the Company's  results  of
     operations and financial position was not material.

     FASB  has also issued SFAS No. 145, 147 and 149 but they will
     not  have  any relationship to the operations of the  Company
     therefore  a description of each and their respective  impact
     on the Company's operations have not been disclosed.

  (l)  Reclassifications

     Certain reclassifications have been made to the prior  year's
     financial  statements  to  conform  to  the  current   year's
     presentation.


3.Mineral Properties

  The  Company entered into an option agreement dated December 15,
  2000,  as  subsequently amended, with Mr. Robert Gordon Anderson
  to  acquire a 100% interest in four mineral claim units  located
  in  the  Thunder  Bay  Mining District,  Ontario,  Canada.   The
  Company issued 250,000 common shares with an aggregate value  of
  $25,000,  and  must  pay  $250,000  in  various  stages  in  the
  following  manner:   $25,000  upon execution  of  the  agreement
  (paid);  an additional $25,000 by the earlier of March 31,  2004
  and  the  date  that the Company's shares of  common  stock  are
  quoted   for  trading  on  the  NASD  OTC  Bulletin  Board;   an
  additional $100,000 by June 1, 2005; and an additional  $100,000
  by  June  1,  2006. The Company must also incur exploration  and
  development costs of $100,000 in the following manner:   $10,000
  by  August  30, 2002 (paid); no less than a further  $30,000  by
  August  30, 2005; and no less than a further $60,000  by  August
  30,  2006.  This agreement is subject to a 2% net smelter return
  ("NSR")  royalty. One-half of this NSR royalty may be  purchased
  at  any  time  for  $500,000.   The Company  may  terminate  the
  agreement  at  any  time, without penalty, by  providing  thirty
  days  written  notice.  The agreement may be terminated  without
  penalty  by  Mr.  Anderson if, upon providing the  Company  with
  thirty  days  written  notice of default on  any  terms  of  the
  agreement,  the Company has not taken reasonable steps  to  cure
  the default.


4.Related Party Transactions/Balances

  (a)   The amount of $11,495 (2002 - $5,500) due to the President
     of  the Company is non-interest bearing, unsecured and due on
     demand.

  (b)   The  amount of $4,500 for rent due to a company controlled
     by a relative of the President of the Company is non-interest
     bearing, unsecured and due on demand.

  (c)   The  amount  of  $3,320 due to a company controlled  by  a
     relative  of  the  President of the Company  is  non-interest
     bearing, unsecured and due on demand.

  (d)   During the year, the Company recognized a total of $24,000
     (2002  -  $6,000) for donated services provided by  directors
     and officers of the Company.

  (e)   During  the  year,  the Company paid  management  fees  of
     $2,000 (2002 - $1,000) to a relative of the President of  the
     Company.


5.Income Tax

  Potential  benefits of income tax losses are not  recognized  in
  the  accounts  until realization is more likely  than  not.  The
  Company  has adopted Statement of Financial Accounting Standards
  No.  109  ("SFAS  109")  as of its inception.  The  Company  has
  incurred   net  operating  losses  of  $109,880,  which   expire
  starting  in 2015. Pursuant to SFAS 109 the Company is  required
  to  compute tax asset benefits for net operating losses  carried
  forward.  Potential  benefit of net operating  losses  have  not
  been  recognized  in  these  financial  statements  because  the
  Company  cannot be assured it is more likely than  not  it  will
  utilize  the  net  operating losses carried  forward  in  future
  years.

  The  components  of the net deferred tax asset at  December  31,
  2003  and  2002, and the statutory tax rate, the  effective  tax
  rate  and  the  elected  amount of the valuation  allowance  are
  scheduled below:

                       2003        2002
                         $           $

Net Operating Loss    39,275      41,437

Statutory Tax Rate      34%         34%

Effective Tax Rate       -           -

Deferred Tax Asset    13,354      14,089

Valuation            (13,354)    (14,089)
Allowance

Net Deferred Tax         -           -
Asset

6.Subsequent Event

  On  March 1, 2004, the Company completed a private placement  of
  260,000  common shares at $0.25 per share for total proceeds  of
  $65,000.  As at December 31, 2003, $2,500 had been received  for
  10,000 shares to be issued.


ITEM  8:   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS   ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 8A:  CONTROLS AND PROCEDURES

Evalution of Disclosure Controls

We evaluated the effectiveness of our disclosure controls and
procedures as of the end of the 2003 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.

PART III

ITEM  9:   DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS  AND  CONTROL
PERSONS


Name              Age     Position with Registrant  Served as a Director or
                                                       Officer Since

Edward  Wong       40     President, chief executive    July 12, 2000
                           officer and director

Randy White        33      Secretary, treasurer and     July 12, 2000
                        principal accounting officer

Dr. Louis
Yaoguang Luo       46             Director              July 12, 2000

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

Edward Wong
President, Chief Executive Officer and Director

Mr. Wong graduated from Langara College in 1988 with a diploma  in
the  appraisal and investment analysis of real estate.   Following
graduation, for a period of three years, Mr. Wong was employed  as
a  residential real estate appraiser with Campbell &  Pound.    He
has  since  been  promoted to Commercial  Real  Estate  Sales  and
Leasing Agent with Royal Pacific Realty Corp.

In  1991, Mr. Wong purchased an interest in and began managing the
Coyote  Bay  Neighbourhood Pub and Cold Beer and Wine  Store.   In
2000,  Mr. Wong purchased an interest in another similar operation
called the Two Parrots Neighbourhood Pub, Restaurant and Cold Beer
and Wine Store.  He manages that business as well.

Randy White
Secretary, Treasurer and Director

Since  1999,  Mr. White has been self-employed as  a  real  estate
property developer and financial investor through his wholly owned
private   company,  Stratus  Investments  Group,   Inc.    Stratus
Investments  Group,  Inc. arranges mortgage financing  and  bridge
financing  for  real  estate development.  As  well,  it  provides
corporate finance services to public companies.  From May 2000  to
March  2002,  Mr.  White  acted as president  and  a  director  of
Superior  Networks,  Inc.,  an  OTC trading  company  involved  in
offering Internet training courses.

From  1995  to  1998,  Mr.  White was co-owner  of  Ocean  Pacific
Developments  Inc., a private company involved  in  financing  and
developing real estate and business projects.  From 1990 to  1994,
he  acted  as  project  manager for Accord Custom  Homes  Ltd.,  a
British  Columbia  company  which  built  houses  in  the  Greater
Vancouver area.

Louis Yaoguang Luo
Director

Dr.  Luo  received a B.Sc. degree majoring in Chemistry  from  the
Xiamen  University in China in 1982 and a PhD degree in  Chemistry
from  the  University of Regina in 1989.  He  was  a  postdoctoral
fellow  at  the University of Minnesota from 1989 to  1990.   From
1991  to  1996,  Dr.  Luo worked as a research  scientist  at  the
University  of  British Columbia Department  of  Biochemistry  and
Molecular  Biology  and  the Canadian  Centre  of  Excellence  for
Protein  Engineering.  From 1996 to 1998, he  was  a  director  of
Dalian  Maple  Leaf  International School,  a  Canada-China  joint
venture  school  which  was accredited  by  the  British  Columbia
Ministry of Education in 1998.  During the same period, he  was  a
director  and  corporate secretary of Gemstar  Resources  Ltd.,  a
British  Columbia  reporting company involved in mineral  property
exploration.   Dr.  Luo was elected President of the  Canada-China
Society  of Science and Technology in 1998 and continues  in  that
position today.  In 1999, he was a director for the New Brunswick-
China  Cultural and Education Exchange Pilot Program.  Since 2000,
he  has  also  acted  as  the President of Canada-China  Education
Services Centre.

All  directors are elected annually by our shareholders  and  hold
office until the next Annual General Meeting.  Each officer  holds
office at the pleasure of the board of directors.  No director  or
officer  has  any family relationship with any other  director  or
officer.

Section 16(A) Beneficial Ownership Reporting Compliance

Section  16(a) of the Exchange Act requires our executive officers
and  directors, and persons who beneficially own more than 10%  of
our equity securities, to file reports of ownership and changes in
ownership  with the Securities and Exchange Commission.  Officers,
directors  and greater than 10% shareholders are required  by  SEC
regulation  to furnish us with copies of all Section  16(a)  forms
they  file.  Based on our review of the copies of  such  forms  we
received,  we  believe that during the fiscal year ended  December
31,  2003  all such filing requirements applicable to our officers
and directors were complied with exception that reports were filed
late by the following persons:


                               Number     Transactions   Known Failures
                              Of  late      Not Timely     To File a
Name and principal position    Reports       Reported    Required Form
---------------------------  ----------- --------------- --------------
Edward     Wong                    0            0              0
(President and director)
Randy     White                    0            0              0
(Secretary, Treasurer
and Director)
Dr. Louis Yaoguang Luo             0            0              0

ITEM 10:  EXECUTIVE COMPENSATION

The table below summarizes all compensation awarded to, earned by,
or  paid  to our executive officers by any person for all services
rendered in all capacities to us for the fiscal year ended  August
31, 2003.


<TABLE>
<CAPTION>

                   Annual Compensation           Long Term Compensation
          ------------------------------------------------------------------
Name    Title      Year Salary Bonus  Other      Restricted Options/  LTIP
(1)                                  Annual      Stock               payouts  All
                                    Compensation Awarded      SARs    ($)     Other
                                                              (#)             Compensation
<S>     <C>        <C>   <C>    <C>   <C>         <C>         <C>      <C>    <C>
Edward  President  2003  $0      0     0           0           0        0      0
Wong
Randy   Secretary  2003  $0      0     0           0           0        0      0
White   Treasurer

</TABLE>



ITEM  11:   SECURITY  OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The   following   table  sets  forth  information  regarding   the
beneficial ownership of our shares of common stock at December 31,
2003 by (i) each person known by us to be the beneficial owner  of
more  than 5% of our outstanding shares of common stock, (ii) each
of our directors, (iii) our executive officers, and (iv) by all of
our  directors  and  executive officers as a group.   Each  person
named  in  the  table, has sole voting and investment  power  with
respect  to all shares shown as beneficially owned by such  person
and can be contacted at our executive office address.


AMOUNT AND
                  NAME AND ADDRESS              NATURE OF
TITLE OF CLASS    BENEFICIAL OWNER    BENEFICIAL OWNERSHIP PERCENT OF CLASS

Common             Edward Wong           2,500,000               50.2%
                11940 Old Yale Road
             Surrey, British Columbia

Common              Randy White          500,000                 10.0%
                11940 Old Yale Road
             Surrey, British Columbia

Common        Dr. Louis Yaoguang Luo     500,000                 10.0%
               11940 Old Yale Road
            Surrey, British Columbia

DIRECTORS AND
OFFICERS AS A
GROUP                                  3,500,000                 66.8%

ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

A company controlled by a relative of Mr. Wong is owed $3,320 for
expenses it paid on our behalf. We accrued $4,500 in rent during
2003 to a private company controlled by another relative of Mr.
Wong. In addition, we paid management fees of $2,000 (2002 -
$1,000) to a relative of Mr. Wong.

Otherwise, none of our directors or officers, nor any proposed
nominee for election as a director, nor any person who
beneficially owns, directly or indirectly, shares carrying more
than 10% of the voting rights attached to all of our outstanding
shares, nor any promoter, nor any relative or spouse of any of the
foregoing persons has any material interest, direct or indirect,
in any transaction since our incorporation or in any presently
proposed transaction which, in either case, has or will materially
affect us.

Our management is involved in other business activities and may,
in the future become involved in other business opportunities. If
a specific business opportunity becomes available, such persons
may face a conflict in selecting between our business and their
other business interests.  In the event that a conflict of
interest arises at a meeting of our directors, a director who has
such a conflict will disclose his interest in a proposed
transaction and will abstain from voting for or against the
approval of such transaction.

ITEM 13:  EXHIBITS AND REPORTS

Exhibits

   3.1     Articles of Incorporation*
   3.2     By-Laws*
  10.1     Mineral Property Option Agreement*
  10.2     Amended Mineral Property Option Agreement*
  10.3     Amended Mineral Property Option Agreement**
  10.4     Amended Mineral Property Option Agreement
  31.1      Certification pursuant to 18 U.S.C. Section  1350,  as
            adopted pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002
  31.2      Certification pursuant to 18 U.S.C. Section  1350,  as
            adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002
  32.1      Certification pursuant to 18 U.S.C. Section  1350,  as
            adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002
  32.2      Certification pursuant to 18 U.S.C. Section  1350,  as
            adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002


*           Filed as an exhibit to our registration statement on
Form SB-2 dated April 30, 2002
**        Filed as an exhibit to our registration statement on
Form SB-2 dated May 20, 2002

Reports on Form 8-K

We did not file any reports on Form 8-K during the last quarter of
2003.


ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our current principal accountants, Manning Elliott, Chartered
Accoutants, did not render any invoices to us during the fiscal
years ended December 31, 2002 and December 31, 2003 as they were
retained subsequent to these periods.  Our former principal
accountants, Lancaster & David, Chartered Accountants, billed the
following fees for the services indicated.


                          Fiscal year ended     Fiscal year ended
                          December 31, 2002     December 31, 2003

Audit fees                    $2,200                 $3,950
Audit-related fees              Nil                    Nil
Tax fees                        Nil                    Nil
All other fees                  Nil                    Nil

Audit fees consist of fees related to professional services
rendered in connection with the audit of our annual financial
statements, the review of the financial statements included in
each of our quarterly reports on Form 10-QSB.

Our audit committee's policy is to pre-approve all audit and
permissible non-audit services performed by the independent
accountants.  These services may include audit services, audit-
related services, tax services and other services.  Under our
audit committee's policy, pre-approval is generally provided for
particular services or categories of services, including planned
services, project based services and routine consultations.  In
addition, the audit committee may also pre-approve particular
services on a case-by-case basis.  Our audit committee approved
all services that our independent accountants provided to us in
the past two fiscal years.

SIGNATURES

Pursuant  to  the requirements of Section 13 and  15  (d)  of  the
Securities  Exchange Act of 1934, the Registrant has  duly  caused
this  report  to  be  signed  on its behalf  by  the  undersigned,
thereunto duly authorized.

Bluestone Ventures Inc.


By    /s/ Edward Wong
      Edward Wong
      President, CEO & Director
      Date: April 7, 2004

In  accordance with the Securities Exchange Act, this  report  has
been  signed  below  by the following persons  on  behalf  of  the
registrant and in the capacities and on the dates indicated.

By    /s/ Edward Wong____________
      Edward Wong
      President, CEO & Director
      Date: April 7, 2004

By    /s/ Randy White_____________
      Secretary, Treasurer, Principal
      Accounting Officer and Director
      Date: April 7, 2004

By    /s/ Dr. Louis Yaoguang Luo___
      Director
      Date: April 7, 2004