UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-KSB/A-2



|[ x ] | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934    
|----- | ----------------------------------------------------------------------------------------
|      | FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003                                            
|      | OR                                                                                      
|[   ] | 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   000-33199

C-CHIP TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)



|NEVADA                            | 88-0467845                  
|--------------------------------- | ----------------------------
|(State of other jurisdiction      | (IRS Employer Identification
|of incorporation or organization) | Number)                     

4710 St-Ambroise
Suite 227
Montreal, Quebec
Canada H4C 2C7 
(Address of principal executive offices)

(514) 337-2447 
(Registrant's telephone number, including area code)

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 the number of shares outstanding of each of the issuer's classes of common stock, as of JUNE 30, 2003: 25,293,960

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the 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. [X] Yes
 [   ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B 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. [X]

---

Issuer's revenues for the year ended June 30, 2003 were $-0-. Aggregate market value of voting stock held by non-affiliates of 20,293,690 shares outstanding at June 30, 2003 was approximately $5,377,827. Amount was computed using the average bid and ask price as of June 30, 2003, which was $0.265. As of June 30, 2003, a total of 25,293,960 shares of common stock were outstanding.

Forward Looking Statements

Certain information in this report including statements made in "Management's Discussion and Analysis of Financial Condition and Results of Operations","Description of Business" and elsewhere contain "forward-looking statements". All statements other than statements of historical fact are "forward-looking statements", including any projections of earnings, revenues or other financial items, any statements of the plans and objectives of management for future operations, any statements concerning proposed new products or services, any statements regarding future economic conditions or performance, and any statements of assumptions underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as "may", "will", "expects", "plans", "anticipates", "estimates", "potential", or "continue", or the negative thereof or other comparable terminology. Although we believe that the expectations reflected in its forward-looking statements are reasonable, we can give no assurance that such expectations or any of its forward-looking statements will prove to be correct, and actual results could differ materially from those projected or assumed in these forward-looking statements.

Forward-looking statements include but are not limited to:

|* | Expectations and estimates as to completion dates of products developed by C-Chip;                                                  
|- | ------------------------------------------------------------------------------------------------------------------------------------
|* | Our ability to implement successfully an operating strategy as described in the business section of this report;                    
|* | Future financial performance as estimated in our financial projections;                                                             
|* | Our forecasts of customer or market demand;                                                                                         
|* | Highly competitive market conditions;                                                                                               
|* | Changes in or developments under laws, regulations and licensing requirements in regions where we are is deploying our products; and
|* | Changes in telecommunications technology.                                                                                           

This list of categories of forward-looking statements should not be construed as exhaustive. We will not update or revise any forward-looking statements.

Certain factors that could cause our forward-looking statements to be in correct and cause our actual results to materially vary from projections made in forward-looking statements as further described in our risk factors.

The registrant is amending the annual form 10-KSB for the inclusion of the prior auditors' report for the periods prior to the year ending June 30, 2003.



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PART I

ITEM 7.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Table of Contents

|Independent Auditors' Report                                                                                 | F-1            
|------------------------------------------------------------------------------------------------------------ | ---------------
|Independent Auditors' Report                                                                                 | F-2            
|Balance Sheets
Statements of Operations
Statements of Cash Flows
Statement of Stockholders' Equity (Deficit) | F-3
F-4
F-5
F-6
|Notes to the Financial Statements                                                                            | F-7            

















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Independent Auditors' Report

To the Stockholders
C-Chip Technologies Corporation
(formerly Keystone Mines Limited)
(A Development Stage Company)

We have audited the accompanying balance sheet of C-Chip Technologies Corporation (formerly Keystone Mines Limited) as of June 30, 2003, and the related statement 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 C-Chip Technologies Corporation as of June 30, 2002, and the related statement of operations, cash flows and stockholders' deficit accumulated for the period from June 26, 2000 (Date of Inception) to June 30, 2002 and the year ended June 30, 2002, was audited by other auditors in their report dated July 28, 2002. 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 C-Chip Technologies Corporation (formerly Keystone Mines Limited) as of June 30, 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 revenues 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
September 10, 2003



F-1

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Board of Directors 
Keystone Mines Limited
Vancouver, BC 
Canada

INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying balance sheet of Keystone Mines Limited (an exploration stage enterprise), as of June 30, 2002 and the related statements of operations, stockholders' equity and cash flows for the year ended June 30, 2002, and for the period from June 26, 2000 (inception) to June 30, 2002.  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.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  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 financial statements referred to above present fairly, in all material respects, the financial position of Keystone Mines Limited (an exploration stage enterprise) as of June 30, 2002 and the related statements of operations, stockholders' equity and cash flows for the year ended June 30, 2002, and for the period from June 26, 2000 (inception) to June 30, 2002, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.  As discussed in Note 2, the Company has been in the exploration stage since its inception on June 26, 2000 and has no revenues.  These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





/s/ Williams & Webster, P.S.
Williams & Webster, P.S.Certified Public AccountantsSpokane, Washington
July 28, 2002



F-2

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C-Chip Technologies Corporation
(formerly Keystone Mines Limited)
(A Development Stage Company)
Balance Sheets
(Expressed in U.S. Dollars)



|                                                                                                                                                          | June 30,                           
|--------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------
|                                                                                                                                                          | 2003
$                             
|ASSETS                                                                                                                                                    |                                    
|Current Assets                                                                                                                                            |                                    
|                                                                                                                                                          | Cash                               
|                                                                                                                                                          | Other current assets               
|                                                                                                                                                          |                                    
|Total Current Assets                                                                                                                                      | 20,281                             
|                                                                                                                                                          |                                    
|Property and Equipment (Notes 3 and 4)                                                                                                                    | 59,855                             
|                                                                                                                                                          |                                    
|Intangible Assets (Notes 3 and 5)                                                                                                                         | 609,645                            
|                                                                                                                                                          |                                    
|Total Assets                                                                                                                                              | 689,781                            
|                                                                                                                                                          |                                    
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                            |                                    
|                                                                                                                                                          |                                    
|Current Liabilities                                                                                                                                       |                                    
|                                                                                                                                                          | Accounts payable                   
|                                                                                                                                                          | Accrued liabilities                
|                                                                                                                                                          | Due to related parties (Note 6)    
|                                                                                                                                                          | Promissory Note (Notes 3 and 11(b))
|                                                                                                                                                          |                                    
|Total Current Liabilities                                                                                                                                 | 848,408                            
|                                                                                                                                                          |                                    
|Debenture Payable (Notes 3 and 11(a))                                                                                                                     | 922,700                            
|                                                                                                                                                          |                                    
|Total Liabilities                                                                                                                                         | 1,771,108                          
|                                                                                                                                                          |                                    
|Contingencies (Note 1)                                                                                                                                    |                                    
|Stockholders' Equity (Deficit)                                                                                                                            |                                    
|Common Stock, 100,000,000 shares authorized with a par value of $0.00001; 25,293,960 and 120,223,960 shares issued and outstanding, respectively (Note 7) | 253                                
|                                                                                                                                                          |                                    
|Additional Paid-in Capital                                                                                                                                | 645,268                            
|                                                                                                                                                          |                                    
|                                                                                                                                                          | 645,521                            
|                                                                                                                                                          |                                    
|Deficit Accumulated During the Development Stage                                                                                                          | (1,726,848)                        
|                                                                                                                                                          |                                    
|Total Stockholders' Equity (Deficit)                                                                                                                      | (1,081,327)                        
|                                                                                                                                                          |                                    
|Total Liabilities and Stockholders' Equity                                                                                                                | 689,781                            



(The Accompanying Notes are an Integral Part of these Financial Statements)
F-3



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C-Chip Technologies Corporation
(formerly Keystone Mines Limited)
(A Development Stage Company)
Statements of Operations
(Expressed in U.S. Dollars)



|                                           | Accumulated from                             |                   
|------------------------------------------ | -------------------------------------------- | ------------------
|                                           | June 26, 2000                                |                   
|                                           | (Date of Inception)                          | For the year ended
|                                           | to June 30,                                  | June 30,          
|                                           | 2003
$                                       | 2003
$            
|                                           |                                              |                   
|Revenue                                    | -                                            | -                 
|                                           |                                              |                   
|Expenses                                   |                                              |                   
|                                           |                                              |                   
|                                           | Acquired in-process research and development | 650,000           
|                                           | Depreciation and amortization                | 48,500            
|                                           | Bank charges and exchange                    | 12,444            
|                                           | Debenture accretion                          | 119,700           
|                                           | Debenture Interest                           | 25,000            
|                                           | General and administration                   | 75,982            
|                                           | Professional fees                            | 101,259           
|                                           | Research and development                     | 11,072            
|                                           | Salaries and benefits                        | 60,885            
|                                           | Stock based compensation                     | 19,400            
|                                           |                                              |                   
|Net Loss Before Discontinued Operations    | (1,124,242)                                  | (1,124,242)       
|Loss from Discontinued Operations (Note 9) | 602,606                                      | 10,084            
|                                           |                                              |                   
|Net Loss for the Period                    | (1,726,848)                                  | (1,134,326)       
|                                           |                                              |                   
|Net Loss Per Share - Basic                 |                                              |                   
|                                           |                                              |                   
|Net Loss before Discontinued Operations    |                                              | (0.02)            
|Loss from Discontinued Operations          |                                              | -                 
|                                           |                                              |                   
|Net Loss for the Year                      |                                              | (0.02)            
|                                           |                                              |                   
|Weighted Average Shares Outstanding        |                                              | 74,937,000        



(Diluted loss per share has not been presented as the result is anti-dilutive)





(The Accompanying Notes are an Integral Part of these Financial Statements)
F-4



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C-Chip Technologies Corporation
(formerly Keystone Mines Limited)
(A Development Stage Company)
Statements of Cash Flows
(Expressed in U.S. Dollars)



|                                                    | Accumulated from                                        |                   
|--------------------------------------------------- | ------------------------------------------------------- | ------------------
|                                                    | June 26, 2000                                           |                   
|                                                    | (Date of                                                |                   
|                                                    | Inception) to                                           | For the year ended
|                                                    | June 30,                                                | June 30,          
|                                                    | 2003
$                                                  | 2003
$            
|Cash Flows To Operating Activities                  |                                                         |                   
|Net loss                                            | (1,726,848)                                             | (1,134,326)       
|Adjustment to reconcile net loss to cash            |                                                         |                   
|                                                    | Stock based compensation                                | 19,400            
|                                                    | Acquired in-process research and development            | 650,000           
|                                                    | Payment of expenses from issuance of stock              | 499,973           
|                                                    | Depreciation and amortization                           | 48,500            
|                                                    | Accretion of debenture                                  | 119,700           
|                                                    | Mineral properties written off                          | 27                
|                                                    |                                                         |                   
|Changes in operating assets and liabilities         |                                                         |                   
|                                                    | Increase (decrease) in related party payables           | 233,566           
|                                                    | (Increase) in other assets                              | (11,776)          
|                                                    | Increase in accounts payable and accrued liabilities    | 114,843           
|Net Cash Provided By (Used In) Operating Activities | (52,615)                                                | 36,975            
|                                                    |                                                         |                   
|Cash Flows To Investing Activities                  |                                                         |                   
|                                                    | Purchase of C-Chip Technology                           | (40,000)          
|Net Cash Used in Investing Activities               | (40,000)                                                | (40,000)          
|                                                    |                                                         |                   
|Cash Flows To Financing Activities                  |                                                         |                   
|                                                    | Issuance of common stock                                | 101,120           
|Net Cash Provided By Financing Activities           | 101,120                                                 | -                 
|Net Increase (Decrease) in Cash                     | 8,505                                                   | (3,025)           
|Cash - Beginning of Period                          | -                                                       | 11,530            
|                                                    |                                                         |                   
|Cash - End of Period                                | 8,505                                                   | 8,505             
|Non-Cash Financing and Investing Activities         |                                                         |                   
|                                                    | Issuance of common shares for payment of expenses       | 499,840           
|                                                    | Issuance of common shares for mining claims             | 27                
|                                                    | Issuance of common shares for payment of advances       | 133               
|                                                    | Acquisition of property and equipment                   | 67,725            
|                                                    | Acquisition of intangible assets                        | 650,275           
|                                                    | Issuance of promissory note for acquisition of assets   | 500,000           
|                                                    | Issuance of debenture payable for acquisition of assets | 803,000           
|                                                    | Issuance of common shares for acquisition of assets     | 25,000            
|Supplemental Disclosures                            |                                                         |                   
|Interest paid                                       | -                                                       | -                 
|Income taxes paid                                   | -                                                       | -                 



(The Accompanying Notes are an Integral Part of these Financial Statements)
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C-Chip Technologies Corporation
(formerly Keystone Mines Limited)
(A Development Stage Company)
Statement of Stockholders' Equity (Deficit) Accumulated from June 26, 2000 to June 30, 2003
(Expressed in U.S. Dollars)



|                                                         | Common Shares | Additional
Paid-In | Deficit Accumulated
During the
Development | Total
Stockholders'
|-------------------------------------------------------- | ------------- | ------------------ | ------------------------------------------ | -------------------
|                                                         | # of
Shares   | Amount
$           | Capital
$                                  | Stage
$            
|Balance - June 26, 2000
(Date of Inception)              | -             | -                  | -                                          | -                  
|                                                         |               |                    |                                            |                    
|Common stock issued for services and payment of advances | 100,000,000   | 1,000              | 499,000                                    | -                  
|                                                         |               |                    |                                            |                    
|Net loss for the period                                  | -             | -                  | -                                          | (498,923)          
|                                                         |               |                    |                                            |                    
|Balance, June 30, 2000                                   | 100,000,000   | 1,000              | 499,000                                    | (498,923)          
|                                                         |               |                    |                                            |                    
|Common stock issued for cash                             | 20,223,960    | 202                | 100,918                                    | -                  
|                                                         |               |                    |                                            |                    
|Net loss for the year                                    | -             | -                  | -                                          | (56,052)           
|                                                         |               |                    |                                            |                    
|Balance, June 30, 2001                                   | 120,223,960   | 1,202              | 599,918                                    | (554,975)          
|                                                         |               |                    |                                            |                    
|Net loss for the year                                    | -             | -                  | -                                          | (37,547)           
|                                                         |               |                    |                                            |                    
|Balance, June 30, 2002                                   | 120,223,960   | 1,202              | 599,918                                    | (592,522)          
|                                                         |               |                    |                                            |                    
|Common stock cancelled                                   | (100,000,000) | (1,000)            | 1,000                                      | -                  
|                                                         |               |                    |                                            |                    
|Common stock issued for purchase of assets               | 5,000,000     | 50                 | 24,950                                     | -                  
|                                                         |               |                    |                                            |                    
|Common stock issued for cash pursuant to a stock option  | 70,000        | 1                  | -                                          | -                  
|                                                         |               |                    |                                            |                    
|Non-employee stock based compensation                    | -             | -                  | 19,400                                     | -                  
|                                                         |               |                    |                                            |                    
|Net loss for the year                                    | -             | -                  | -                                          | (1,134,326)        
|                                                         |               |                    |                                            |                    
|Balance, June 30, 2003                                   | 25,293,960    | 253                | 645,268                                    | (1,726,848)        



The Company declared a stock dividend of 19 shares of common stock for each 1 share outstanding. The record date for the stock dividend was January 20, 2003 and the shares began trading on a post-dividend basis on January 23, 2003. All per share amounts have been retroactively adjusted.

(The Accompanying Notes are an Integral Part of these Financial Statements)
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C-Chip Technologies Corporation
(formerly Keystone Mines Limited)
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2003
(Expressed in U.S. Dollars)

1. Nature of Operations 

The Company was incorporated in the State of Nevada on June 26, 2000 as Keystone Mines Limited. In June 2000 the Company purchased four mineral claims, situated in the Greenwood Mining Division in the Province of British Columbia, Canada.

The Company's principal business plan was to acquire, explore and develop mineral properties and to ultimately seek earnings by exploiting the mineral claims. On December 23, 2002 the Company was advised that mineral properties held were not economically viable. On January 7, 2003 the Company acquired assets and intellectual property and changed its business focus to the development of C-Chip Technology (see Note 3). In February, 2003 the Company changed its name to C-Chip Technologies Corporation.

The Company was in the exploration stage since its formation in June 2000 and did not realize any revenues from its original planned operations. Effective December 23, 2002 the Company discontinued its mining operations to devote most of its activities to commercializing the C-Chip Technology and raising sufficient funds to further its new business plan. Planned principal activities have not yet commenced. The ability of the Company to emerge from the development stage with respect to any planned principal business activity is dependent upon its successful efforts to commercialize its development of products and patents, attaining profitable business operations, and/or raising additional equity financing. 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. There is substantial doubt about the Company's ability to continue as a going concern.

The Company expects to fund itself in the next twelve months through issuance of shares or by loans from shareholders and/or directors. The Company also plans to raise funds through the sale of products and through cost re-imbursements. The Company's shares trade on the OTC Bulletin Board under the symbol CCHI.

Subsequent to June 30, 2003, the Company is in the process of completing a private placement of common shares (see Note 11(b)).
2. Summary of Significant Accounting Principles

a)   Year End

The Company's year-end is June 30.

b)   Basis of Accounting

These financial statements are prepared in conformity with accounting principles generally accepted in the United States and are presented in US dollars.

c)   Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

d)   Long-Lived Assets

Statement of Financial Accounting Standard ("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" establishes a single accounting model for long-lived assets to be disposed of by sale including discontinued operations. SFAS 144 requires that these long-lived assets be measured at the lower of the carrying amount or fair value less cost to sell, whether reported in continuing operations or discontinued operations.

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C-Chip Technologies Corporation
(formerly Keystone Mines Limited)
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2003
(Expressed in U.S. Dollars)

1. Summary of Significant Accounting Principles (continued)

F-8



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C-Chip Technologies Corporation
(formerly Keystone Mines Limited)
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2003
(Expressed in U.S. Dollars)

1. Summary of Significant Accounting Principles (continued)

h)   Recent Accounting Pronouncements (continued)

In June 2002, the 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 will adopt SFAS No. 146 on January 1, 2003. The effect of adoption of this standard did not have a material effect on the Company's results of operations or financial position.

The FASB has also issued SFAS No. 145, 147 and 149 but they do 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.

i)   Financial Instruments

Financial instruments include cash and equivalents, accounts payable, accrued liabilities, related party payables, and a promissory note payable. The fair values approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The convertible debenture payable has a face value of $2,000,000 and was determined to have a fair value of $803,000 on the date of the asset purchase agreement (Note 3).

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 at June 30, 2003, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

k)   Net Loss Per Share

The Company computes net loss per share in accordance with SFAS No. 128, "Earning per Share" (SFAS 128). SFAS 128 requires presentation of both basic and diluted net loss per share (EPS) on the face of the income statement. Basic net loss per share is computed by dividing the net loss for the year by the weighted average number of shares of common stock outstanding during the year. Diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of shares of common stock and potential common stock outstanding during the period, if dilutive.





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C-Chip Technologies Corporation
(formerly Keystone Mines Limited)
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2003
(Expressed in U.S. Dollars)

1. Summary of Significant Accounting Principles (continued)

l)   Stock-Based Compensation

The Company has elected to apply the intrinsic value method of accounting in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25). Under the intrinsic value method of accounting, compensation expense is recognized if the exercise price of the Company's employee stock options is less than the market price of the underlying common stock on the date of grant. Stock-based compensation for employees is recognized on the straight-line basis over the vesting period of the individual options. Stock options granted to non-employees are accounted for under Statement of Financial Accounting Standards No. 123 "Accounting for Stock-Based Compensation" (SFAS 123), which establishes a fair value based method of accounting for stock-based awards, and recognizes compensation expense based on the fair market value of the stock award or fair market value of the goods and services received, whichever is more reliably measurable. Under the provisions of SFAS 123, companies that elect to account for stock-based awards in accordance with the provisions of APB 25 are required to disclose the pro forma net income (loss) that would have resulted from the use of the fair value based method under SFAS 123.

During the fiscal year ended June 30, 2003, the Company granted 20,000 stock options pursuant to a non-qualified stock option plan at an exercise price of $0.00001 per share when the prevailing market price was $0.47 per share, and granted 50,000 stock options pursuant to the Plan at an exercise price of $0.00001 per share when the prevailing market price was $0.20 per share. These stock options vested and were exercised immediately. The Company also granted 2,425,000 stock options at an exercise price of $0.20 per share when the prevailing market price was $0.20 per share. Of these, a total of 606,250 stock options vested immediately with the remaining balance exercisable over a period of one year. The Company charged compensation expense of $19,400 to operations during the fiscal year ended June 30, 2003.

The following table illustrates the effect on net loss per share as if the fair value method had been applied to all outstanding and unvested awards in each period.

Year Ended
June 30,2003
$
2002
$Net loss -- as reported
(1,134,326)
(37,547)Add: Stock-based compensation expense included in net loss -- as reported
19,400
-Deduct: Stock-based compensation expense determined under fair value method
(101,729)
-Net loss -- pro forma
(1,216,655)
(37,547)Net loss per share (basic and diluted) -- as reported
$(0.02)
$(0.00)Net loss per share (basic and diluted) -- pro forma
$(0.02)
$(0.00)m)   Revenue Recognition

The Company is still in the development stage and has not generated any commercial sales. The Company plans to recognize revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements." Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectibility is reasonably assured.

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C-Chip Technologies Corporation
(formerly Keystone Mines Limited)
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2003
(Expressed in U.S. Dollars)

1. Summary of Significant Accounting Principles (continued)

m)   Revenue Recognition (continued)

The Company has developed prototypes for testing by potential customers which have been billed for a portion of the costs incurred. The Company records these cost recoveries as a credit to the respective expense in the statement of operations. Recoveries from demonstrations and prototype installations of $28,192 were applied to reduce general and administrative expenses.

n)   Property and Equipment

Property and equipment are recorded at cost. Amortization is calculated on the declining balance method, except for the leasehold improvements where the straight-line method is used, at the following annual rates or period:

Computer equipment
30%Furniture
20%Leasehold improvements
5 yearsMachinery and equipment
20%

o)   Purchased Intangible Assets

An acquired intangible asset that represents technology that has reached technological feasibility is capitalized at cost. Amortization will be calculated using the straight-line method over four years and recorded commencing in the first quarterly period following acquisition. Acquired in-process research and development is charged to operations on acquisition.

p)   Reclassifications

Certain reclassifications have been made to the prior year's financial statements to conform to the current period's presentation.
2. Acquisition of Assets

The financial statements for June 30, 2003 reflects the January 7, 2003 purchase of all assets and intellectual property relating to C-Chip Technology and share restructuring related thereto. The C-Chip Technology acquired is a new patent-pending wireless communications set of tools that offers complete remote control and access over targeted equipment and services. It allows selective enabling, disabling and other commands from/to anywhere in the world. The Company's initial marketing effort will be focused on North America, with services expanded later to Europe and Asia. A valuation analysis was applied to determine the purchase price and its allocation in compliance with SFAS 141. The consideration paid was 5,000,000 restricted shares of common stock with a fair value of $25,000, a non-interest bearing promissory note in the amount of $500,000 due January 31, 2003, and a convertible debenture in the amount of $2,000,000 with a fair value of $803,000, maturing on January 15, 2008 and carrying a coupon of 2.5% payable at the option of the holder in restricted shares of common stock. (See Note 11(a)). The debenture is convertible into restricted common stock at a 15% discount from market, using the face value of $2,000,000. The convertible debenture will be accreted to $2,000,000 over 5 years at $239,400 per year. As part of the asset purchase agreement the Company also paid the vendor $40,000 for-C-Chip development expenses incurred during the acquisition period bringing the total purchase price to $1,368,000. The due date of the note was subsequently extended to permit completion of a private placement of common stock to fund the acquisition and provide working capital. (See Note 11(b)).

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C-Chip Technologies Corporation
(formerly Keystone Mines Limited)
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2003
(Expressed in U.S. Dollars)

1. Acquisition of Assets (continued)

The purchase price was allocated to the following asset categories:

$Property and equipment
67,725Patents and trademarks
75,990In-process research and development
650,000C-Chip Technology
574,2851,368,000

The in-process research and development was charged to operations on acquisition. The remaining intangible assets, patents and trademarks and C-Chip Technology, will be evaluated annually to determine their continuing value.
2. Property and Equipment

Cost
$
Accumulated Amortization
$
Net Book Value
$Computers
21,940
3,290
18,650Leasehold improvements
5,075
508
4,567Furniture
11,642
1,164
10,478Machinery and equipment
29,068
2,908
26,160Total property and equipment
67,725
7,870
59,855Depreciation during the period

7,870
3. Intangible Assets 

Cost
$
Accumulated Amortization
$
Net Book Value
$C-Chip technology
574,285
35,890
538,395Patents and trademarks
75,990
4,740
71,250Total other assets
1,300,275
40,630
609,645Amortization during the period

40,630





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C-Chip Technologies Corporation
(formerly Keystone Mines Limited)
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2003
(Expressed in U.S. Dollars)

1. Related Party Transactions/Balances

(a)   As part of interim financing by shareholders, the Company has purchased management services from Capex
        Investments Limited, the vendor in the C-Chip asset purchase transaction. Capex also paid certain operations
       expenses directly and advanced funds for working capital. The amounts due are non-interest bearing,
       unsecured, and have no fixed terms of repayment. The amount due Capex at June 30, 2003 is $193,325
       represented by:

$C-Chip Technology development expenses
40,000Management services provided
59,367Operational expenses paid directly
52,889Cash advanced
49,285Gain on foreign exchange
(8,216)193,325

(b)   Amounts owing to officers of the Company of $40,241 are non-interest bearing, unsecured and have no fixed
         terms of repayment.
2. Common Stock

(a)   On January 7, 2003 the Company issued 5,000,000 common shares, in part for the assets acquired as
        described in Note 3. On the same date a total of 100,000,000 shares were returned to treasury and cancelled.

(b)   The Company declared a stock dividend of 19 shares of common stock for each 1 share outstanding. The
         record date for the stock dividend was January 20, 2003 and the shares began trading on a post-dividend
         basis on January 23, 2003. All per share amounts have been retroactively adjusted.
3. Stock Option Plan

On April 22, 2003 the Company filed a Form S-8 Registration Statement with the US Securities and Exchange Commission to register 5,000,000 shares of common stock pursuant to the Company's 2003 Nonqualified Stock Option Plan (the "Plan"). The determination of those eligible to receive options under this Plan, and the amount, type, price and timing of each stock option and the terms and conditions shall rest at the sole discretion of the Company's Compensation Committee, subject to the provisions of the Plan.

On May 1, 2003, the Company granted options to purchase 20,000 shares of common stock at an exercise price of $0.00001 per share. On June 17, 2003, the Company granted options to purchase 50,000 shares of common stock at an exercise price of $0.00001 per share, and 2,425,000 shares of common stock at an exercise price of $0.20 per share.

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C-Chip Technologies Corporation
(formerly Keystone Mines Limited)
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2003
(Expressed in U.S. Dollars)

1. Stock Option Plan (continued)

A summary of the changes in the Company's common share purchase options is presented below:

June 30, 2003
June 30, 2002Number
Weighted Average Exercise
Price
$
Number
Weighted Average Exercise
Price
$Balance, beginning of year
-
-
-
-Granted
2,495,000
0.19
-
-Exercised
(70,000)
-
-
-Forfeited / Expired
-
-
-
-Balance, end of year
2,425,000
0.20
-
-

Additional information regarding options outstanding as at June 30, 2003 is as follows:

Outstanding

ExercisableExercise prices
$
Number of
shares
Weighted
average
remaining
contractual
life (years)
Weighted
average
exercise
price
$

Number of
shares
Weighted
average 
exercise
price
$0.00 - 0.20
2,425,000
4.97
0.20

606,250
0.20

The fair value of the options granted during the period was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: risk free interest rate of 2.27%, expected volatility of 197%, an expected option life of one year and no expected dividends. The weighted average fair value of options granted was $0.14 per share. Had the Company determined compensation cost based on the fair value at the date of grant for its employee stock options, the net loss would have increased by $82,329 for the year ended June 30, 2003. During the year ended June 30, 2003, the Company recognized stock-based compensation for non-employees in the amount of $19,400.
2. Discontinued Operations

Discontinued operations consist of the Company's former activities in mineral exploration. In December 2002 the Company's Board of Directors approved the termination of mining activity and the acquisition of C-Chip Technology (Note 3).
3. 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 SFAS No. 109 as of its inception. The Company has incurred net operating losses of $164,000, 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.

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C-Chip Technologies Corporation
(formerly Keystone Mines Limited)
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2003
(Expressed in U.S. Dollars)

1. Income Tax (continued)

The components of the net deferred tax asset at June 30, 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
74,000
31,000Statutory Tax Rate
34%
34%Effective Tax Rate
-
-Deferred Tax Asset
25,160
10,540Valuation Allowance
(25,160)
(10,540)Net Deferred Tax Asset
-
-
2. Subsequent Events

During August 2003 the Convertible Debenture Payable of $2,000,000 with an accreted fair value of $922,700 was converted into 3,910,120 common shares. The conversion price was $0.52 after a 15% discount pursuant to the January 7, 2003 Asset Purchase Agreement.

The Company is in the process of closing a private placement of 2,900,000 units at a price of $0.55 per unit for gross proceeds of approximately $1,600,000 less $500,000 apportioned to the conversion of the promissory note. Each unit consists of one common share and one common share purchase warrant exercisable at $1.00 per share with an expiration date of two years from issuance. Included as part of the private placement will be the conversion of the promissory note payable of $500,000 into common shares of the Company.











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PART III

ITEM 13.       EXHIBITS AND REPORTS ON FORM 8-K

The following exhibits are filed with this report:



|Exhibit No. | Description                                                                                                                                                    
|----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|23.1        | Consent of Williams & Webster, P.S.                                                                                                                            
|            |                                                                                                                                                                
|23.2        | Consent of Manning Elliott, Chartered Accountants                                                                                                              
|            |                                                                                                                                                                
|31.1        | Certification of Principal Executive Officer pursuant to Rule 13a-15 and Rule 15d-15(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|            |                                                                                                                                                                
|31.2        | Certification of Principal Financial Officer pursuant to Rule 13a-15 and Rule 15d-15(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|            |                                                                                                                                                                
|32.1        | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).              
|            |                                                                                                                                                                
|32.2        | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).              
|            |                                                                                                                                                                













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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 8th day of June, 2004.



| | C-CHIP TECHNOLOGIES CORPORATION(Registrant)
| | -------------------------------------------
| |                                            
| | BY:                                        
| |                                            
| | BY:                                        

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities.



|Signatures                            | Title                                                                   | Date        
|------------------------------------- | ----------------------------------------------------------------------- | ------------
|                                      |                                                                         |             
|/s/ Stephane Solis
Stephane Solis     | President and Principal Executive Officer and Director                  | June 8, 2004
|                                      |                                                                         |             
|/s/ Benjamin Leboe
Benjamin Leboe     | Treasurer, Principal Accounting Officer and Principal Financial Officer | June 8, 2004
|                                      |                                                                         |             
|/s/ Robert G. Clarke
Robert G. Clarke | Chairman of the Board of Directors                                      | June 9, 2004
|                                      |                                                                         |             
|/s/ John Fraser
John Fraser           | Secretary and Director                                                  | June 8, 2004
|                                      |                                                                         |             
|/s/ Cherry Lim
Cherry Lim             | Director                                                                | June 9, 2004













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