---

**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 20-FAmendment No. 1

 ̈  REGISTRATION
  STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT
  OF 1934

OR

x  ANNUAL
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
  1934

For the fiscal year ended**July 31, 2004**

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**0-27668**

TRANS-ORIENT PETROLEUM LTD.(Exact name of Registrant specified in its charter)

TRANS-ORIENT PETROLEUM LTD. 
  (Translation of Registrant’s name into English)

YUKON TERRITORY, CANADA 
  (Jurisdiction of incorporation or organization)

1407-1050 Burrard StreetVancouver, British Columbia, Canada, V6Z 2S3 
  (Address of principal executive offices)

COMMON SHARES WITHOUT PAR VALUE
  (Title of Class)

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

|Title of Each Class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|**None**            | **Not applicable**                       

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

**Common Shares without Par Value**
  (Title of Class)

Securities for which there is a reporting obligation pursuant
  to Section 15(d) of the Act.**None**

Number of outstanding shares of Trans-Orient’s only class
  of capital stock as on July 31, 2004.**2,516,823 Common Shares Without Par Value**

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- ii -

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

Yes  x  
  No   ̈

Indicate by check mark which financial statement item Registrant
  has elected to follow:

Item 17  x  
  Item 18   ̈

(End of Cover Page)

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- iii -

EXPLANATORY NOTE

This Amendment No. 1 to Form 20-F amends the Annual Report
  on Form 20-F of Trans-Orient Petroleum Ltd. (the “Company”) for
  the fiscal year ended July 31, 2004 originally filed with the United States
  Securities and Exchange Commission on January 31, 2005 (the “Original
  Form 20-F”). This Amendment No. 1 to Form 20-F includes the audit report
  of the Company’s prior auditor, Sadovnick Telford and Skov, on the Company’s
  balance sheet as at July 31, 2003 and its consolidated statements of operations
  and deficits and cash flows for the years ended July 31, 2003 and 2002. The
  audit report had not been included in the Original Form 20-F and is included
  with the audited financial statements of the Company included in Item 17 to
  this Amendment No. 1 to Form 20-F. This Amendment No. 1 to Form 20-F does not
  amend any other information included in the Original Form 20-F.

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ITEM 17.            FINANCIAL
  STATEMENTS.

The following audited financial statements of the Company
  are included with this Annual Report on Form 20-F, as amended:

|                                                                                                                           | Page
|-------------------------------------------------------------------------------------------------------------------------- | ----
|Auditors’ Report                                                                                                           | 2   
|Predecessor Auditors’ Report                                                                                               | 3   
|Consolidated Balance Sheets as
      at July 31, 2004 and 2003                                                             | 4   
|Consolidated Statements of Operations
      and Deficit for the years ended July 31, 2004, 2003 and 2002                   | 5   
|Consolidated Statements of Cash
      Flows for the years ended July 31, 2004, 2003 and 2002                               | 6   
|Consolidated Schedules to General
      and Administrative Expenses for the years ended July 31, 2004, 2003 and
      2002 | 7   
|Notes to the Consolidated Financial
      Statements                                                                       | 8   

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- 2 -

D E  V I S S E R  G R A YCHARTERED ACCOUNTANTS

401 - 905 West Pender Street
  Vancouver, BC Canada 
  V6C 1L6 
  Tel: (604) 687-5447 
  Fax: (604) 687-6737

AUDITORS' REPORT

To the Shareholders of Trans-Orient Petroleum Ltd.

We have audited the consolidated balance sheet of Trans-Orient
  Petroleum Ltd. as at July 31, 2004 and the consolidated statement of operations
  and deficit and cash flows for the year then ended. These consolidated financial
  statements are the responsibility of the Company's management. Our responsibility
  is to express an opinion on these consolidated financial statements based on
  our audit.

We conducted our audit in accordance with generally accepted
  auditing standards (“GAAS”) in Canada and the standards of the Public
  Company Accounting Oversight Board (“PCAOB”) (United States). Those
  standards require that we plan and perform an audit to obtain reasonable assurance
  whether the financial statements are free of material misstatement. An audit
  includes examining, on a test basis, evidence supporting the amounts and disclosures
  in the financial statements. An audit also includes assessing the accounting
  principles used and significant estimates made by management, as well as evaluating
  the overall financial statement presentation.

In our opinion, these consolidated financial statements present
  fairly, in all material respects, the financial position of the Company as at
  July 31, 2004 and the results of its operations and its cash flows for the year
  then ended in accordance with Canadian generally accepted accounting principles.

The consolidated financial statements as at July 31, 2003
  and for each of the years in the two-year period then ended were audited by
  other auditors who expressed an opinion without reservation on those statements
  in their report to the shareholders dated September 26, 2003.

“De Visser Gray”

CHARTERED ACCOUNTANTS
  Vancouver, British Columbia 
  Canada 
  November 12, 2004

COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA –
  U.S. REPORTING DIFFERENCES

In the United States, reporting standards for auditors require
  the addition of an explanatory paragraph (following the opinion paragraph) when
  the financial statements are affected by significant uncertainties and contingencies
  such as those referred to in note 1 to these consolidated financial statements.
  Although we conducted our audits in accordance with both Canadian GAAS and the
  standards of the PCAOB, our report to the shareholders dated November 12, 2004
  is expressed in accordance with Canadian reporting standards, which do not require
  a reference to such matters when the uncertainties are adequately disclosed
  in the financial statements.

“De Visser Gray”

CHARTERED ACCOUNTANTS
  Vancouver, British Columbia 
  Canada 
  November 12, 2004

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- 3 -

AUDITORS' REPORT

To the Shareholders of Trans-Orient Petroleum Ltd.

We have audited the consolidated balance sheets of Trans-Orient
  Petroleum Ltd. as at July 31, 2003 and the consolidated statements of operations
  and deficit and cash flows for each of the years in the two-year period then
  ended July 31, 2003. These consolidated financial statements are the responsibility
  of the Company's management. Our responsibility is to express an opinion on
  these consolidated financial statements based on our audits.

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

In our opinion, these consolidated financial statements present
  fairly, in all material respects, the financial position of the Company as at
  July 31, 2003 and the results of its operations and its cash flows for each
  of the years in the two-year period then ended July 31, 2003 in accordance with
  Canadian generally accepted accounting principles.

COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA –
  U.S. REPORTING DIFFERENCES

In the United States, reporting standards for auditors require
  the addition of an explanatory paragraph (following the opinion paragraph) when
  the financial statements are affected by significant uncertainties and contingencies
  such as those referred to in Note 1 to these consolidated financial statements.
  Although we conducted our audits in accordance with both Canadian and U.S. generally
  accepted auditing standards, our report to the shareholders dated September
  26, 2003 is expressed in accordance with Canadian reporting standards, which
  do not require a reference to such matters when the uncertainties are adequately
  disclosed in the financial statements.

“Sadovnick Telford + Skov”

CHARTERED ACCOUNTANTS

Vancouver, British Columbia 
  Canada 
  September 26, 2003, except as to Note 12(a) which is as of October 6, 2003

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- 4 -

|TRANS-ORIENT
      PETROLEUM LTD.Consolidated Balance Sheets(Expressed in United States
      Dollars)
|------------------------------------------------------------------------------------------------------

|As at July 31,                                     |   | 2004        |   |   | 2003        |  
|-------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                   |   |             |   |   |             |  
|Assets                                             |   |             |   |   |             |  
|Current                                            |   |             |   |   |             |  
|                                                   |   |             |   |   |             |  
|Cash                                               | $ | 69,887      |   | $ | 227,289     |  
|Accounts receivable                                |   | 356         |   |   | 2,155       |  
|Due from related company (Note 8(a))               |   | 7,971       |   |   | 11,443      |  
|Loan receivable (Note 3)                           |   | -           |   |   | 30,000      |  
|Prepaid expenses                                   |   | 32,972      |   |   | 34,025      |  
|                                                   |   |             |   |   |             |  
|                                                   |   | 111,186     |   |   | 304,912     |  
|                                                   |   |             |   |   |             |  
|Investment in associated companies (Note 4)        |   | 1,197,839   |   |   | 557,609     |  
|Property and equipment (Note 7)                    |   | 89,676      |   |   | 120,761     |  
|Oil and gas interest (Note 10)                     |   | 1           |   |   | 1           |  
|                                                   |   |             |   |   |             |  
|Total Assets                                       | $ | 1,398,702   |   | $ | 983,283     |  
|                                                   |   |             |   |   |             |  
|Liabilities                                        |   |             |   |   |             |  
|                                                   |   |             |   |   |             |  
|Current                                            |   |             |   |   |             |  
|                                                   |   |             |   |   |             |  
|Accounts payable and accrued liabilities           | $ | 6,017       |   | $ | 45,692      |  
|Due to associated company (Note 8(a))              |   | -           |   |   | 1,469       |  
|                                                   |   |             |   |   |             |  
|Total Liabilities                                  |   | 6,017       |   |   | 47,161      |  
|                                                   |   |             |   |   |             |  
|Non-Controlling Interest in AMG Oil Ltd.           |   | 25,315      |   |   | 57,581      |  
|                                                   |   |             |   |   |             |  
|Shareholders’ Equity                               |   |             |   |   |             |  
|                                                   |   |             |   |   |             |  
|Common stock without par value;                    |   |             |   |   |             |  
|Unlimited number of shares authorized;             |   |             |   |   |             |  
|Issued and outstanding at July 31, 2004:           |   |             |   |   |             |  
|2,516,823;
      July 31, 2003: 2,416,823 (Note 9) |   | 13,175,075  |   |   | 13,145,075  |  
|Common stock held by subsidiary: 2,205 shares      |   | (11,993     | ) |   | (11,993     | )
|Deficit                                            |   | (11,795,712 | ) |   | (12,254,541 | )
|                                                   |   |             |   |   |             |  
|Total Shareholders’ Equity                         |   | 1,367,370   |   |   | 878,541     |  
|                                                   |   |             |   |   |             |  
|Total Liabilities and Shareholders’ Equity         | $ | 1,398,702   |   | $ | 983,283     |  

See accompanying notes to the consolidated financial statements

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- 5 -

|TRANS-ORIENT
      PETROLEUM LTD.Consolidated Statements of Operations and Deficit 
      (Expressed in United States Dollars)
|------------------------------------------------------------------------------------------------------------------------------

|For the years ended July 31,                                   |   | 2004        |   |   | 2003        |   |   | 2002        |  
|-------------------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                                               |   |             |   |   |             |   |   |             |  
|Expenses                                                       |   |             |   |   |             |   |   |             |  
|                                                               |   |             |   |   |             |   |   |             |  
|General and administrative (Schedule)                          | $ | 124,040     |   | $ | 144,754     |   | $ | 224,676     |  
|                                                               |   |             |   |   |             |   |   |             |  
|Loss before other items                                        |   | (124,040    | ) |   | (144,754    | ) |   | (224,676    | )
|                                                               |   |             |   |   |             |   |   |             |  
|Other Items:                                                   |   |             |   |   |             |   |   |             |  
|                                                               |   |             |   |   |             |   |   |             |  
|Gain on forgiveness of debt (Note 6)                           |   | -           |   |   | 37,556      |   |   | -           |  
|Gain on sale of investment in associated company (Note 4)      |   | 528,931     |   |   | 10,054      |   |   | 9,833       |  
|Interest income                                                |   | 1,696       |   |   | 2,882       |   |   | 3,589       |  
|Recovery of loan receivable previously written-off (Note 8(b)) |   | 24,660      |   |   | 40,426      |   |   | 86,967      |  
|Recovery of costs (Note 12)                                    |   | 46,477      |   |   | -           |   |   | -           |  
|Write-down of investment in associated companies (Note 4)      |   | -           |   |   | (258,529    | ) |   | (264,192    | )
|Write-off of loan receivable                                   |   | (30,000     | ) |   | -           |   |   | -           |  
|Write-off of oil and gas interest (Notes 5 and 10)             |   | -           |   |   | (286,331    | ) |   | (1          | )
|Write-off of property and equipment                            |   | (21,161     | ) |   | -           |   |   | -           |  
|                                                               |   |             |   |   |             |   |   |             |  
|Income (loss) from operations                                  |   | 426,563     |   |   | (598,696    | ) |   | (388,480    | )
|Non-controlling interest’s portion of AMG’s loss               |   | 32,266      |   |   | 142,435     |   |   | -           |  
|                                                               |   |             |   |   |             |   |   |             |  
|Income (loss) before income taxes and unusual item             |   | 458,829     |   |   | (456,261    | ) |   | (388,480    | )
|Provision for income taxes                                     |   | -           |   |   | -           |   |   | (9,084      | )
|                                                               |   |             |   |   |             |   |   |             |  
|Income (loss) before unusual item                              |   | 458,829     |   |   | (456,261    | ) |   | (397,564    | )
|Gain on recognition of negative goodwill (Note 5)              |   | -           |   |   | 195,254     |   |   | -           |  
|                                                               |   |             |   |   |             |   |   |             |  
|Net income (loss) for the year                                 |   | 458,829     |   |   | (261,007    | ) |   | (397,564    | )
|                                                               |   |             |   |   |             |   |   |             |  
|Deficit – Beginning of year                                    |   | (12,254,541 | ) |   | (11,993,534 | ) |   | (11,595,970 | )
|                                                               |   |             |   |   |             |   |   |             |  
|Deficit – End of year                                          | $ | (11,795,712 | ) | $ | (12,254,541 | ) | $ | (11,993,534 | )
|                                                               |   |             |   |   |             |   |   |             |  
|Income (Loss) per share    -basic                              | $ | 0.19        |   | $ | (0.11       | ) | $ | (0.26       | )
|-diluted                                                       | $ | 0.14        |   | $ | (0.11       | ) | $ | (0.26       | )
|                                                               |   |             |   |   |             |   |   |             |  
|                                                               |   |             |   |   |             |   |   |             |  
|Weighted-average number of common shares outstanding,          |   |             |   |   |             |   |   |             |  
|net of reciprocal holdings                                     |   | 2,431,344   |   |   | 2,415,917   |   |   | 1,553,809   |  

See accompanying notes to the consolidated financial statements

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- 6 -

|TRANS-ORIENT
      PETROLEUM LTD.Consolidated Statements of Cash Flows
      (Expressed in United States Dollars)
|-----------------------------------------------------------------------------------------------------------------

|For the years ended July 31,                               |   | 2004       |   |   | 2003     |   |   | 2002     |  
|---------------------------------------------------------- | - | ---------- | - | - | -------- | - | - | -------- | -
|Net increase (decrease) of cash related to the following:  |   |            |   |   |          |   |   |          |  
|Operating Activities                                       |   |            |   |   |          |   |   |          |  
|Net income (loss) for the year                             | $ | 458,829    |   | $ | (261,007 | ) | $ | (397,564 | )
|Items not affecting cash:                                  |   |            |   |   |          |   |   |          |  
|Amortization                                               |   | 9,924      |   |   | 12,430   |   |   | 12,387   |  
|Gain on recognition
      of negative goodwill             |   | -          |   |   | (195,254 | ) |   | -        |  
|Gain on forgiveness
      of debt in associated company    |   | -          |   |   | (37,556  | ) |   | -        |  
|Gain on sale
      of investment in associated company     |   | (528,931   | ) |   | (10,054  | ) |   | (9,833   | )
|Non-controlling
      interest                             |   | (32,266    | ) |   | (142,435 | ) |   | -        |  
|Recovery of
      loan receivable previously written-off   |   | (24,660    | ) |   | (40,426  | ) |   | (86,967  | )
|Recovery of
      costs                                    |   | (46,477    | ) |   | -        |   |   | -        |  
|Write-down
      of investment in associated companies     |   | -          |   |   | 258,529  |   |   | 264,192  |  
|Write-off
      of loan receivable                         |   | 30,000     |   |   | -        |   |   | -        |  
|Write-off
      of oil and gas interest                    |   | -          |   |   | 286,331  |   |   | 1        |  
|Write-off
      of property and equipment                  |   | 21,161     |   |   | -        |   |   | -        |  
|Changes in non-cash working capital items:                 |   |            |   |   |          |   |   |          |  
|Accounts payable
      and accrued liabilities             |   | 6,802      |   |   | 4,482    |   |   | 1,777    |  
|Accounts receivable                                        |   | 1,799      |   |   | 458      |   |   | 314      |  
|Loan receivable                                            |   | -          |   |   | (30,000  | ) |   | -        |  
|Loan receivable
      from associated company              |   | 24,660     |   |   | 40,426   |   |   | 86,967   |  
|Due from associated
      companies                        |   | -          |   |   | 3,543    |   |   | 5,822    |  
|Due from related
      company                             |   | 2,003      |   |   | (758     | ) |   | (3,980   | )
|Prepaid expenses                                           |   | 1,053      |   |   | (5,218   | ) |   | 11,766   |  
|Due to associated company                                  |   | -          |   |   | (12,857  | ) |   | 4,434    |  
|Net cash used for operating activities                     |   | (76,103    | ) |   | (129,366 | ) |   | (110,684 | )
|                                                           |   |            |   |   |          |   |   |          |  
|Financing Activities                                       |   |            |   |   |          |   |   |          |  
|Common stock issued for cash                               |   | 30,000     |   |   | -        |   |   | 200,000  |  
|Net cash provided by financing activities                  |   | 30,000     |   |   | -        |   |   | 200,000  |  
|                                                           |   |            |   |   |          |   |   |          |  
|Investing Activities                                       |   |            |   |   |          |   |   |          |  
|Acquisition of control of subsidiary, net of cash acquired |   | -          |   |   | 107,413  |   |   | -        |  
|Proceeds from sale of investment in associated company     |   | 1,084,951  |   |   | 98,706   |   |   | 76,908   |  
|Purchases of investments in associated companies           |   | (1,196,250 | ) |   | (140,000 | ) |   | -        |  
|Purchases of property and equipment, net                   |   | -          |   |   | (2,588   | ) |   | -        |  
|Net cash provided by (used for) investing activities       |   | (111,299   | ) |   | 63,531   |   |   | 76,908   |  
|                                                           |   |            |   |   |          |   |   |          |  
|Net (decrease) increase in cash                            |   | (157,402   | ) |   | (65,835  | ) |   | 166,224  |  
|Cash – Beginning of year                                   |   | 227,289    |   |   | 293,124  |   |   | 126,900  |  
|Cash - End of year                                         | $ | 69,887     |   | $ | 227,289  |   | $ | 293,124  |  

See accompanying notes to the consolidated financial statements

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- 7 -

|TRANS-ORIENT
      PETROLEUM LTD.Consolidated Schedules of General and Administrative Expenses 
      (Expressed in United States Dollars)
|------------------------------------------------------------------------------------------------------------------------------------------

|For the years ended July 31,        |   | 2004    |   |   | 2003    |   |   | 2002    | 
|----------------------------------- | - | ------- | - | - | ------- | - | - | ------- | 
|                                    |   |         |   |   |         |   |   |         | 
|General and Administrative Expenses |   |         |   |   |         |   |   |         | 
|                                    |   |         |   |   |         |   |   |         | 
|Accounting and audit                | $ | 28,003  |   | $ | 5,961   |   | $ | 15,484  | 
|Amortization                        |   | 9,924   |   |   | 12,430  |   |   | 12,387  | 
|Consulting fees                     |   | -       |   |   | -       |   |   | 27,445  | 
|Corporate relations and development |   | 4,579   |   |   | 7,161   |   |   | 19,164  | 
|Corporation capital tax             |   | -       |   |   | -       |   |   | 3,914   | 
|Filing and transfer agency fees     |   | 14,252  |   |   | 10,164  |   |   | 9,288   | 
|Foreign exchange (gain) loss        |   | (2,206  | ) |   | (1,066  | ) |   | 4,394   | 
|Investor relations                  |   | -       |   |   | 24,188  |   |   | 8,120   | 
|Legal                               |   | 5,076   |   |   | 5,214   |   |   | 10,999  | 
|Office and miscellaneous            |   | 13,655  |   |   | 15,817  |   |   | 26,222  | 
|Printing                            |   | 3,201   |   |   | 3,653   |   |   | 11,640  | 
|Rent                                |   | 13,704  |   |   | 16,575  |   |   | 18,176  | 
|Telephone                           |   | 4,433   |   |   | 7,353   |   |   | 10,252  | 
|Travel, promotion and accommodation |   | 5,498   |   |   | 12,082  |   |   | 10,076  | 
|Wages and benefits                  |   | 23,921  |   |   | 25,222  |   |   | 37,115  | 
|                                    |   |         |   |   |         |   |   |         | 
|                                    | $ | 124,040 |   | $ | 144,754 |   | $ | 224,676 | 

See accompanying notes to the consolidated financial statements

---

- 8 -

|TRANS-ORIENT
      PETROLEUM LTD.Notes to the Consolidated Financial Statements
      (Expressed in United States Dollars)
|--------------------------------------------------------------------------------------------------------------------------
|                                                                                                                          
|For
      the Years Ended July 31, 2004 and 2003                                                                          

NOTE 1 - NATURE OF OPERATIONS

Trans-Orient Petroleum Ltd. (the “Company”) was
  incorporated under the Company Act (British Columbia) on July 25, 1986 and continued
  its jurisdiction of incorporation to the Yukon Territory under the Business
  Corporations Act (Yukon). The Company is engaged in identifying, financing,
  and providing business development services for early-stage resource and technology
  businesses (“Associated Companies"). The Company’s operating strategy
  is to acquire a significant equity interest in Associated and Non-Associated
  Companies and to provide financial, managerial, and technical support to accelerate
  the achievement of the Associated Companies' business goals and objectives.
  At July 31, 2004, the Company held interests in three Associated Companies.

The Company’s consolidated financial statements are
  presented on a going concern basis, which assumes that the Company will continue
  to realize its assets and discharge its liabilities in the normal course of
  operations. However, the Company does not generate sufficient cash flow from
  operations to adequately fund its activities and has therefore relied principally
  upon the issuance of securities for financing. Future capital requirements will
  depend on many factors including the Company's ability to execute its business
  plan. The Company intends to continue relying upon the issuance of securities
  to finance its future activities but there can be no assurance that such financing
  will be available on a timely basis under terms acceptable to the Company. Although
  these consolidated financial statements do not include any adjustments that
  may result from the inability to secure future financing, such a situation would
  have a material adverse effect on the Company’s business, results of operations
  and financial condition.

Refer to Note 4

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

|a) | Accounting principles and use of estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | These financial statements are prepared in conformity
        with Canadian generally accepted accounting principles, which require
        the Company’s management to make informed judgements and estimates
        that affect the reported amounts of assets and liabilities and disclosures
        of contingent assets and liabilities at the date of the financial statements
        and the reported amounts of revenues and expenses during the fiscal year.
        Significant estimates include, but are not limited to, the accounting
        for amortization and the determination of the net recoverable value of
        assets and income taxes. The Company’s investments in associated
        companies are also items that, due to expected market volume and price
        fluctuation, may yield net realizable values that are materially different
        from their current carrying values at any point in time. Actual results
        could differ from these estimates.
|  
|   | Material differences between Canadian and United
        States generally accepted accounting principles, applicable to the Company’s
        financial statements, are described in note 14.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|b) | Basis of consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   | These consolidated financial statements include
        the accounts of the Company, its wholly-owned subsidiary, DLJ Management
        Corp., and AMG Oil Limited, in which the Company holds a 49.4% controlling
        interest. All significant inter-company balances and transactions have
        been eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

---

- 9 -

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)

|c) | Principles of accounting for investment in associated
        companies                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Company’s investments in Associated Companies
        are accounted for using either the equity method or cost methods pf accounting.
        The equity method is used when the Company, through its level of investment,
        exercises significant influence over the Associated Company. The cost
        method of accounting is applied to investments in Associated Companies
        over which the Company does not exercise significant influence.                                                              
|  
|d) | Translation of foreign currencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   | Transactions of the Company and its subsidiaries
        originating in foreign currencies are translated into U.S. dollars at
        the rates prevailing on the dates of the transactions. Monetary assets
        and liabilities are translated at the year-end rates of exchange and non-monetary
        items are translated at historical exchange rates applicable to the underlying
        transactions. The resulting net gain or loss is included in the consolidated
        statements of operations and deficit.
|  
|e) | Fair value of financial instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | The Company's financial instruments consist of current
        assets and current liabilities. The fair values of the current assets
        and liabilities approximate the carrying amounts due to the short-term
        nature of these instruments.                                                                                                                                                                                                                                                                         
|  
|f) | Cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | Cash and cash equivalents include term investments
        with maturities of one year or less, together with accrued interest thereon,
        which are readily convertible to known amounts of cash.                                                                                                                                                                                                                                                                                                                          
|  
|g) | Property and equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   | Property and equipment are stated at cost less accumulated
        amortization. Amortization is computed over the estimated useful lives
        of the assets as follows:                                                                                                                                                                                                                                                                                                                                                      
|  
|   | Apartment, furniture and office equipment:               4%
        and 20% per annum on the declining balance basis 
        Leasehold improvements:                                             straight-line
        basis over five years                                                                                                                                                                                                                                                                                    
|  
|   | For each fiscal year in which property and equipment
        are acquired, management deems each acquisition to occur midway through
        the fiscal year and, accordingly, the amortization recorded in respect
        to such assets is restricted to one-half of the amount calculated based
        on year end balances. Amortization is not recorded in the year of disposal.                                                                                                                                          
|  
|h) | Basic and diluted net loss per common share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   | Basic net loss per common share is calculated by
        dividing the net loss by the weighted average number of common shares
        outstanding, during the year. Diluted net loss per common share is not
        calculated as its effect on net loss per share is anti-dilutive.                                                                                                                                                                                                                                           

---

- 10 -

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)

|i) | Stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Company follows the Recommendations of the Canadian
        Institute of Chartered Accountants in connection with accounting for stock
        option-based compensation. These standards were first applied on a prospective
        basis to all awards granted on or after January 1, 2002, and established
        standards for the recognition, measurement and disclosure of stock option-based
        compensation and other stock based payments made in exchange for goods
        and services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | As amended during the current year, and as applied
        by the Company to both the current year and comparative years, the standard
        now requires that all stock option based awards made to consultants and
        employees be recognized in these consolidated financial statements and
        measured using a fair value-based method.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|j) | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   | The Company accounts for and measures future tax
        assets and liabilities for future tax consequences attributable to differences
        between the financial statement carrying amounts of existing assets and
        liabilities and their respective tax bases. Future tax assets and liabilities
        are measured using the enacted or substantively-enacted tax rates expected
        to apply to taxable income in the years in which those temporary differences
        are expected to be recovered or settled. The effect on future tax assets
        and liabilities of a change in tax rates is recognized in income in the
        period that includes the date of the enactment or substantive enactment
        of the change. When the future realization of income tax assets does not
        meet the test of being more likely than not to occur, a valuation allowance
        in the amount of potential future benefit is taken and no asset is recognized.
        Such an allowance would apply fully to all potential future tax assets
        of the Company.
|  
|   | The Company’s accounting policy for future
        income taxes currently has no effect on the financial statements of any
        of the fiscal years presented.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|k) | Share capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | Common shares issued for non-monetary consideration
        are recorded at their fair market value based upon the lower of the trading
        price of the Company’s shares on the OTC Bulletin Board on the date
        of the agreement to issue shares and the date of share issuance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

NOTE 3 - LOAN RECEIVABLE

During the fiscal year ended July 31, 2003, the Company, through
  its controlled subsidiary AMG Oil Ltd. (“AMG”), entered into a $30,000
  loan agreement with The Innes Group Inc. (“Innes”), a private California-based
  company. At the Company’s option, the loan receivable could have been
  used as an initial payment against the acquisition price of Touchpoint Metrics,
  an asset solely owned by Innes. On April 21, 2004, AMG notified Innes that it
  did not want to convert, the loan into equity in the assets of Touchpoint Metrics.
  The loan receivable converts into a promissory note on August 6, 2004, bearing
  interest at 5% per annum payable monthly over three years until the principal
  and interest is paid in full.

The Company wrote-off this loan receivable during the year
  ended July 31, 2004 because there is considerable doubt whether the Company
  will receive any payments relating to the promissory note.

---

- 11 -

NOTE 4 - INVESTMENTS IN ASSOCIATED COMPANIES

At July 31, 2004, the Company’s ownership interests
  in Associated Companies accounted for under the consolidation method or cost
  method of accounting are as follows:

|                       |   |          |  |   |          |   |   |           |  |   |           |  | Percentage of
|---------------------- | - | -------- |  | - | -------- | - | - | --------- |  | - | --------- |  | -------------
|                       |   | July 31, |  |   |          |   |   |           |  |   | July 31,  |  | Ownership/   
|                       |   | 2003     |  |   | Sales    |   |   | Purchases |  |   | 2004      |  | Number of    
|                       |   | Carrying |  |   | during   |   |   | During    |  |   | Carrying  |  | Common       
|                       |   | Value    |  |   | the year |   |   | the year  |  |   | Value     |  | Shares Held  
|Consolidation Method:  |   |          |  |   |          |   |   |           |  |   |           |  |              
|AMG Oil Ltd.           | $ | -        |  | $ | -        |   | $ | -         |  | $ | -         |  | 49.40%/      
|                       |   |          |  |   |          |   |   |           |  |   |           |  | 8,200,000    
|Cost Method:           |   |          |  |   |          |   |   |           |  |   |           |  |              
|Verida Internet Corp.  |   | 1        |  |   | -        |   |   | -         |  |   | 1         |  | 8.68%/       
|                       |   |          |  |   |          |   |   |           |  |   |           |  | 844,642      
|Austral Pacific Energy |   | 507,608  |  |   | (556,020 | ) |   | 1,196,250 |  |   | 1,147,838 |  | 6.76%/       
|Ltd.                   |   |          |  |   |          |   |   |           |  |   |           |  | 954,145      
|Gondwana Energy, Ltd.  |   | 50,000   |  |   | -        |   |   | -         |  |   | 50,000    |  | 23.81%/      
|                       |   |          |  |   |          |   |   |           |  |   |           |  | 3,000,000    
|                       |   | 557,609  |  |   | (556,020 | ) |   | 1,196,250 |  |   | 1,197,839 |  |              
|                       |   |          |  |   |          |   |   |           |  |   |           |  |              
|                       | $ | 557,609  |  | $ | (556,020 | ) | $ | 1,196,250 |  | $ | 1,197,839 |  |              

During the 2004 fiscal year, the Company, sold 725,000 shares
  of its investment in Austral Pacific Energy Ltd. (“Austral Pacific”)
  (formerly “Indo-Pacific Energy Ltd.”), with a book value of $442,250
  or $0.61 per share, for $903,353, or approximately $1.25 per share,
  resulting in a gain over carrying value of $461,103. The proceeds from the
  sale of this investment and additional working capital were used to purchase
  765,500 units of Austral Pacific at a price of $1.30 (NZ$2.00) per unit
  by participating in Austral Pacific’s initial public offering (“IPO”)
  to list on the New Zealand Stock Exchange. Each unit of Austral Pacific purchased
  under the IPO includes one common share and a half warrant, exercisable for
  one year at a price of approximately $1.37 (NZ$2.20) . The Company also
  acquired an additional 175,000 shares of Austral Pacific through the exercise
  of share purchase warrants at a price of $201,250 or $1.15 per share.

During the 2004 fiscal year, the Company also sold an additional
  93,500 shares of Austral Pacific, with a carrying value of $113,770 or $1.22
  per share, for $181,598 or $1.94 per share, resulting in a gain over
  carrying value of $67,828. The Company reached an agreement with Austral
  Pacific to amend the expiry date of the Company’s 836,845 Series “A”
  warrants from December 31, 2003 to January 5, 2005 in consideration of Austral
  Pacific canceling the Company’s Series “B” warrants held as
  well as an increase in the exercise price of the Series “A” warrants
  by US$0.10 to US$1.50 per common share.

During the 2003 fiscal year, the Company wrote down its investment
  in Austral Pacific by $258,529, based on a decline in the market value of
  the shares of Austral Pacific. The Company also sold 119,800 shares of Austral
  Pacific with a carrying value at that time of $88,652 for cash proceeds
  of $ 98,706, resulting in a gain of $10,054.

At July 31, 2004, the Company held the following share purchase
  warrants to acquire, shares of common stock:

|                                         | Number    | Price     | Expiry         
|---------------------------------------- | --------- | --------- | ---------------
|                                         | of Shares | Per Share | Date           
|Austral Pacific Energy Ltd. – Series “A” | 836,845   | $1.50     | January 5, 2005
|Austral Pacific Energy Ltd. – NZ IPO     | 382,750   | NZ$2.10   | January 5, 2005

Refer to Note 5

---

- 12 -

NOTE 5 - ACQUISITION OF BUSINESS

On March 4, 2003 the Company acquired a controlling interest
  of 49.4% in AMG Oil Ltd. (“AMG”) and has therefore reported its
  investment in AMG on a consolidation basis since that date. Upon the acquisition
  of control of AMG for a nominal amount, the Company recognized a gain of negative
  goodwill totaling $195,254 during the 2003 fiscal year. The assets acquired
  by the Company on consolidation included an additional 600,000 shares of Gondwana
  Energy, Ltd. having an estimated fair value of $10,000, as well as an oil
  and gas interest valued at $286,332 that was subsequently written-down to
  $1. The breakdown of the negative goodwill recorded in 2003 is as follows:

|Total assets of AMG at March 4, 2003                          | $ | 418,915 |  
|------------------------------------------------------------- | - | ------- | -
|Total liabilities of AMG at March 4, 2003                     |   | (23,643 | )
|Net identifiable assets at the time of acquisition of control |   | 395,272 |  
|Controlling interest                                          |   | 49.4%   |  
|Net identifiable assets purchased                             |   | 195,255 |  
|Purchase price                                                |   | (1      | )
|Negative goodwill upon acquisition                            | $ | 195,254 |  

Refer to Note 10

NOTE 6 - FORGIVENESS OF DEBT

During the 2003 fiscal year, the Company recorded aggregate
  recoveries of $37,556 from the extinguishment of certain accounts payable
  balances upon liquidation of its wholly-owned subsidiary, Trans-Orient Petroleum
  (NZ) Limited and AMG Oil (NZ) Limited, a wholly-owned subsidiary of AMG Oil
  Ltd. The Company’s management does not consider that these amounts are
  payable, although there is no assurance that formal claims will not be made
  against the Company for some or all of these balances in the future.

NOTE 7 - PROPERTY AND EQUIPMENT

Property and equipment are comprised as follows:

|                                    |   | 2004     |   |   | 2003    |  
|----------------------------------- | - | -------- | - | - | ------- | -
|                                    |   |          |   |   |         |  
|Apartment                           | $ | 100,945  |   | $ | 100,945 |  
|Furniture and office equipment      |   | 108,325  |   |   | 108,325 |  
|Leasehold improvements              |   | 2,337    |   |   | 2,337   |  
|                                    |   | 211,607  |   |   | 211,607 |  
|Accumulated amortization            |   | (100,770 | ) |   | (90,846 | )
|Write-off of property and equipment |   | (21,161  | ) |   | -       |  
|                                    | $ | 89,676   |   | $ | 120,761 |  

NOTE 8 - RELATED AND ASSOCIATED COMPANIES TRANSACTIONS

Certain transactions of the Company involve publicly-traded
  companies having directors, officers and/or principal shareholders in common
  with the Company. These companies are Austral Pacific Energy Ltd. (“Austral
  Pacific”) (formerly, Indo-Pacific Energy Ltd.), Gondwana Energy, Ltd.
  (“Gondwana”), Verida Internet Corp. (“Verida”) and TAG
  Oil Ltd. (“TAG”)

The Company is of the view that the amounts incurred for services
  provided by related parties approximates what the Company would incur to non-arms
  length parties for the same services. The following are related party transactions
  not disclosed elsewhere in these financial statements.

---

- 13 -

NOTE 8 - RELATED AND ASSOCIATED COMPANIES TRANSACTIONS(continued)

|a) | Due from/to Related and Associated Companies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | At July 31, 2004, the Company was owed $7,971
        (July 31, 2003 – $11,443) by TAG, a related company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   | At July 31, 2004, the Company owed Nil (July 31,
        2003 – $1,469) to Austral Pacific, an associated company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   | Refer to Notes 5 and 6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|b) | Loan Receivable from Associated Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | Subsequent to the write-off, in the 2001 fiscal
        year, of a loan of $517,115 made to Verida, the Company negotiated
        a loan repayment schedule with Verida allowing the Company to receive
        monthly payments of approximately CAD$15,170 (equivalent to US$10,799
        as at July 31, 2003) for a period of twenty-four months. The total that
        was to be received, per the original agreement, was CAD$363,982 (equivalent
        to US$259,099 as at July 31, 2003), including principal and interest.                                                                                                                                                                 
|  
|   | The Company did not receive any payments for the
        period between November 2002 and March 2003, and after receiving notice
        during the first quarter of the 2003 fiscal year from the payee that they
        were not in a financial position to continue paying the Company, the Company
        negotiated a revised loan repayment term sheet with an effective date
        of April 1, 2003 whereby the Company will receive a reduced monthly repayment
        amount over a period of five years. The Company will receive CAD$3,000
        (equivalent to US$2,256 as at July 31, 2004) per month, which includes
        annual interest of 12%, over this new repayment period.
|  
|   | There is considerable doubt whether the Company
        will receive all future payments relating to the loan repayment schedule.
        For the fiscal year ended July 31, 2004 the Company has received $24,660
        (July 31, 2003 – $40,426).                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|c) | Share Capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | During the 2004 fiscal year, the Company issued
        100,000 shares of the Company’s capital stock, resultant from the
        exercise of share purchase warrants. This issuance included the Company’s
        President and other individuals related to the Company. The Company also
        extended the expiry date of the remaining share purchase warrants to June
        13, 2005.                                                                                                                                                                                                                                                                                                         
|  
|   | Refer to Note 9                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|d) | Other                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   | During the 2004 fiscal year, the Company paid $7,173
        (July 31, 2003 – $6,415) in rent to a private company wholly-owned
        by the former President of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | The Company and Austral Pacific came to an agreement
        in August of 2003, with an effective date of July 1, 2003, whereby Austral
        Pacific agreed to pay $1,500 per month to DLJ Management Corp. (“DLJ”),
        a wholly-owned subsidiary of the Company, for a portion of DLJ’s
        overhead in relation to work performed by DLJ on Austral Pacific’s
        behalf.                                                                                                                                                                                                                                                                                                              
|  
|   | During the 2004 fiscal year, the Company incurred
        $9,056 (July 31, 2003 – $15,317) for wages and benefits
        to a director of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

---

- 14 -

NOTE 9 - SHARE CAPITAL

|a) | Authorized and Issued Share Capital
      The authorized share capital of the Company consists
        of an unlimited number of common shares without par value.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                     | Number    |  |   |           
| | --------------------------------------------------- | --------- |  | - | ----------
| | Issued and fully paid:                              | of Shares |  |   | Amount    
| |                                                     |           |  |   |           
| | Balance at July 31, 2003 and 2002                   | 2,416,823 |  | $ | 13,145,075
| | Shares issued during the 2004 fiscal year for cash: |           |  |   |           
| | Issued
      for warrants exercised                 | 100,000   |  |   | 30,000    
| |                                                     |           |  |   |           
| | Balance at July 31, 2004                            | 2,516,823 |  | $ | 13,175,075

|b) | Incentive Stock Options and Share Purchase Warrants
      During the 2004 fiscal year, no stock options were granted or amended.
      At July 31, 2004, the following stock options are outstanding:
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Number    |  | Price     |  | Expiry        
|--------- |  | --------- |  | --------------
|of Shares |  | per Share |  | Date          
|          |  |           |  |               
|27,777    |  | $31.50    |  | March 31, 2005

| | At July 31, 2004, the following share purchase warrants to purchase common
      shares are outstanding:
| | --------------------------------------------------------------------------------------------------------

|Number    |  | Price     |  | Expiry       
|--------- |  | --------- |  | -------------
|of Shares |  | per Share |  | Date         
|          |  |           |  |              
|900,000   |  | $0.35     |  | June 13, 2005

During the 2004 fiscal year, the Company approved an extension
  in the term of its outstanding share purchase warrants for an additional year,
  subject to an increase in the exercise price of $0.05 per share to $0.35
  per share and the warrant holders agreeing to exercise 100,000 warrants at the
  original exercise price of $0.30.

NOTE 10 - OIL AND GAS INTEREST

AMG Oil (NZ) Limited, a wholly-owned subsidiary of AMG Oil
  Limited, had a 52.5% participating interest in Petroleum Exploration Permit
  38256 (“PEP 38256”) which was granted by the New Zealand government
  on August 25, 1997. On May 2, 2003, the Company, through AMG Oil Limited, gave
  notice to the operator of PEP 38256 that AMG Oil (NZ) Limited was no longer
  financially able to continue as a party of the joint venture and has therefore
  withdrawn from the joint venture and the permit. The notice of withdrawal constituted
  an offer of assignment to the other parties of the joint venture.

At July 31, 2003, the Company, after considering the upcoming
  financial requirements of PEP 38256, withdrew from the permit and wrote off
  $286,331 of the Company’s capitalized costs relating to PEP 38256.
  For the 2004 fiscal year, the Company spent $Nil (2003: $Nil) on activities
  related to PEP 38256 and no further costs are expected in the future.

---

- 15 -

NOTE 11 - INCOME TAXES

At July 31, 2004, the Company has approximately CDN$5.63
  million (July 31, 2003 - CDN$3.58 million) of capital losses in resource
  and other unused tax pools to offset future taxable income derived in Canada.
  Additionally, at July 31, 2004, the Company has non-capital losses of approximately
  CDN$2.54 million (July 31, 2003 - CDN$2.80 million) available for future
  deductions from taxable income derived in Canada, which expire as follows:

|2005 | $ | 290,264  
|---- | - | ---------
|2006 |   | 461,164  
|2007 |   | 448,571  
|2008 |   | 954,501  
|2009 |   | 55,146   
|2010 |   | 334,163  
|     | $ | 2,543,809

The potential future benefit associated with these excess
  resource tax pools and non-capital loss carry-forwards has not been recognized
  in these financial statements, as it cannot be considered likely that these
  amounts will be utilized to reduce future taxable income.

NOTE 12 – RECOVERY OF COSTS

The Company has written off $46,477 of liabilities for
  which no claim has been made for a number of years. Should any amount ultimately
  be paid they will be recorded in the time of payment.

NOTE 13 – SUBSEQUENT EVENTS

Investment in associated companies

The Company in November of 2004, sold 550,000 shares of Austral
  Pacific at a price of CAD$3.50 per share. Subsequent to this sale of shares
  the Company exercised share purchase warrants in Austral to acquire 836,845
  shares of Austral at a price of US$1.50 per share. The Company now holds
  1,240,990 shares (7.79%) of Austral as well as an additional 382,750, share
  purchase warrants.

NOTE 14 - DIFFERENCES BETWEEN CANADIAN AND UNITED STATES
  GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

These consolidated financial statements have been prepared
  in accordance with Canadian generally accepted accounting principles (“Canadian
  GAAP”) which conform in all material respects with United States generally
  accepted accounting principles (“U.S. GAAP”) except for the following
  differences:

|a) | Assets                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Under Canadian GAAP, the Company’s investments
        in Associated Companies accounted for under the cost method of accounting
        are valued at the lower of cost or market value. Under U.S. GAAP, such
        investments are classified as available-for-sale securities and reported
        at market value, with unrealized gains and losses included as a component
        of comprehensive income.

| |                                           |   | July 31,  |  |   | July 31,
| | ----------------------------------------- | - | --------- |  | - | --------
| |                                           |   | 2004      |  |   | 2003    
| | Investments under Canadian GAAP           | $ | 1,197,839 |  | $ | 557,609 
| | Adjustment required under U.S. GAAP       |   | 199,715   |  |   | 199,715 
| | Cumulative historical adjustments to date |   | 703,859   |  |   | -       
| |                                           |   |           |  |   |         
| | Investments under U.S. GAAP               | $ | 2,101,413 |  | $ | 757,324 

---

- 16 -

NOTE 14 - DIFFERENCES BETWEEN CANADIAN AND UNITED STATES
  GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(continued)

|   | Total assets under U.S. GAAP as at July 31, 2004
        and 2003 are $2,101,413 and $1,181,529, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b) | Stockholders’ Equity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   | i) Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   | Under U.S. GAAP, compensation cost must be considered
        for all stock options granted requiring the Company to utilize both the
        intrinsic value-based and the fair value based methods of accounting and
        reporting stock-based compensation. Under Canadian GAAP, no such cost
        is recognized. The Company, if required to report under U.S. GAAP, would
        elect to apply Accounting Principles Board Opinion No. 25: Accounting
        for Stock Issued to Employees ("APB 25") to account for all stock options
        granted.                                                                                                                                                                                                                                                                                                                                                             
|  
|   | Further, Statement of Financial Accounting Standards
        No. 123: Accounting for Stock-Based Compensation ("SFAS 123") requires
        additional disclosure to reflect the results of the Company as if it had
        elected to follow SFAS 123. SFAS 123 requires a fair value based method
        of accounting for stock options using the Black-Scholes option pricing
        model. This model is developed for use in estimating the fair value of
        traded options and requires the input of and is highly sensitive to subjective
        assumptions including the expected stock price volatility. Stock options
        granted by the Company have characteristics significantly different from
        those of traded options. In the opinion of management, the existing model
        does not provide a reliable single measure of the fair value of stock
        options granted by the Company.
|  
|   | Under APB 25, compensation cost must be recognized
        for all compensatory stock options granted whenever the market price of
        the Company’s shares on the date of grant exceeds the exercise price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

| |                                           |   | July 31,   |  |   | July 31,  
| | ----------------------------------------- | - | ---------- |  | - | ----------
| |                                           |   | 2004       |  |   | 2003      
| | Common stock under Canadian GAAP          | $ | 13,175,075 |  | $ | 13,145,075
| | Cumulative historical adjustments to date |   | 833,611    |  |   | 833,611   
| | Common stock under U.S. GAAP              | $ | 14,008,686 |  | $ | 13,978,686

| | In accordance with SFAS 123, the following is a summary
        of the changes in the Company’s stock options for the 2003, 2002
        and 2001 fiscal years:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                              | 2004      |  | 2003 |          | 2002
| | ---------------------------- | --------- |  | ---- | -------- | ----
| |                              |           |  |      | Weighted |     
| |                              |           |  |      | Average  |     
| |                              | Number    |  |      | Exercise |     
| |                              | of Shares |  |      | Price    |     
| |                              |           |  |      |          |     
| | Balance at beginning of year | 27,777    |  | $    | 31.50    |     
| | Granted                      | -         |  |      | -        |     
| | Exercised                    | -         |  |      | -        |     
| | Expired                      | -         |  |      | -        |     
| | Cancelled                    | -         |  |      | -        |     
| | Outstanding and exercisable  |           |  |      |          |     
| | at end
      of year         | 27,777    |  | $    | 31.50    |     

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- 17 -

NOTE 14 - DIFFERENCES BETWEEN CANADIAN AND UNITED STATES
  GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(continued)

| | No stock options were granted during the 2004, 2003
        or 2002 fiscal years.
      There has been no difference to the Company’s
        net loss and basic and diluted loss per share as reported or pro forma
        when the fair value based method of accounting defined in SFAS 123 had
        been applied for the 2004, 2003 and 2002 fiscal years.
      ii) Accumulated Deficit
      The effects of Note 14(b)(i) on accumulated deficit
        are as follows:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                    |   | July 31,    |   |   | July 31,    |  
| | -------------------------------------------------- | - | ----------- | - | - | ----------- | -
| |                                                    |   | 2004        |   |   | 2003        |  
| |                                                    |   |             |   |   |             |  
| | Deficit under Canadian GAAP                        | $ | (11,795,712 | ) | $ | (12,254,541 | )
| | Net income (loss) under U.S. GAAP                  |   | 473,649     |   |   | (261,007    | )
| | Deduct net (income) loss under Canadian
      GAAP |   | (473,649    | ) |   | 261,007     |  
| | Cumulative historical adjustments to date          |   | (833,611    | ) |   | (833,611    | )
| |                                                    |   |             |   |   |             |  
| | Accumulated deficit under U.S. GAAP                | $ | (12,629,323 | ) | $ | (13,088,152 | )

| | iii) Accumulated Other Comprehensive Income
      The effects of Note 14(a) on accumulated other comprehensive
        income are as follows:
| | ---------------------------------------------------------------------------------------------------------------------------------------------

| |                                                                  |   | July 31, |  |   | July 31,
| | ---------------------------------------------------------------- | - | -------- |  | - | --------
| |                                                                  |   | 2004     |  |   | 2003    
| |                                                                  |   |          |  |   |         
| | Accumulated other comprehensive income under
      Canadian GAAP | $ | -        |  | $ | -       
| | Unrealized gain (loss) on investment in associated companies     |   | 703,859  |  |   | 199,715 
| | Cumulative historical adjustments to date                        |   | 199,715  |  |   | -       
| |                                                                  |   |          |  |   |         
| | Accumulated other comprehensive income under
      U.S. GAAP     | $ | 903,574  |  | $ | 199,715 

| | As a result of these adjustments under U.S. GAAP,
        total stockholders’ equity as at July 31, 2004 and 2003 are $2,282,937
        and $1,078,256, respectively.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

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- 18 -

NOTE 14 - DIFFERENCES BETWEEN CANADIAN AND UNITED STATES
  GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(continued)

|c) | Net Loss and Comprehensive Loss for the Year                                                                                                              
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The following are the effects of Notes 14(a) and
        (b) on net loss and comprehensive income (loss) for the 2004, 2003 and
        2002 fiscal years:

| |                                          |   | 2004      |  |   | 2003     |   |   | 2002     |  
| | ---------------------------------------- | - | --------- |  | - | -------- | - | - | -------- | -
| |                                          |   |           |  |   |          |   |   |          |  
| | Net income (loss) for the year under     | $ | 458,829   |  | $ | (261,007 | ) | $ | (397,564 | )
| | Canadian and US GAAP                     |   |           |  |   |          |   |   |          |  
| | Other comprehensive income (loss):       |   |           |  |   |          |   |   |          |  
| | Unrealized gain (loss) on investment     |   |           |  |   |          |   |   |          |  
| | in
      associated companies            |   | 703,859   |  |   | 199,715  |   |   | (451,896 | )
| |                                          |   |           |  |   |          |   |   |          |  
| | Comprehensive income (loss) for the year |   |           |  |   |          |   |   |          |  
| | under U.S. GAAP                          | $ | 1,162,688 |  | $ | (61,292  | ) | $ | (849,460 | )

|d) | Loss per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Statement of Financial Accounting Standards No.
        128: Earnings per Share (“SFAS 128”) replaces the presentation
        of primary earnings per share (“EPS”) with a presentation
        of both basic and diluted EPS for all entities with complex capital structures
        including a reconciliation of each numerator and denominator. Basic EPS
        excludes dilutive securities and is computed by dividing income available
        to common stockholders by the weighted-average number of common shares
        outstanding for the year. Diluted EPS reflects the potential dilution
        that could occur if dilutive securities were converted into common stock
        and is computed similarly to fully-diluted EPS pursuant to previous accounting
        pronouncements. SFAS 128 applies equally to loss per share presentations.
|  
|   | The following is a reconciliation of the numerators
        and denominators of the basic and diluted loss per share calculations
        for the 2004, 2003 and 2002 fiscal years:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  

| |                                                   |   | 2004      |  |   | 2003      |   |   | 2002      |  
| | ------------------------------------------------- | - | --------- |  | - | --------- | - | - | --------- | -
| |                                                   |   |           |  |   |           |   |   |           |  
| | Numerator, net income (loss) for the year         |   |           |  |   |           |   |   |           |  
| | under U.S. GAAP                                   | $ | 458,829   |  | $ | (261,007  | ) | $ | (397,564  | )
| |                                                   |   |           |  |   |           |   |   |           |  
| | Denominator:                                      |   |           |  |   |           |   |   |           |  
| | Weighted-average number of shares,                |   |           |  |   |           |   |   |           |  
| | net of reciprocal holdings, under U.S.
      GAAP |   | 3,359,121 |  |   | 2,415,917 |   |   | 1,553,809 |  
| |                                                   |   |           |  |   |           |   |   |           |  
| | Basic income (loss) per share,                    |   |           |  |   |           |   |   |           |  
| | net of reciprocal holdings,
      under U.S. GAAP | $ | 0.19      |  | $ | (0.11     | ) | $ | (0.26     | )
| | Diluted income (loss) per share,                  |   |           |  |   |           |   |   |           |  
| | net of reciprocal holdings,
      under U.S. GAAP | $ | 0.13      |  | $ | (0.11     | ) | $ | (0.26     | )

| | Stock options and share purchase warrants outstanding
        were not included in the computation of diluted loss per share for the
        2003 and 2002 fiscal years as such inclusion would be antidilutive due
        to the net losses incurred.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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- 19 -

ITEM 18.            EXHIBITS

|Exhibit   | Exhibition Description                                                                                                                                                                                                                                                    
|--------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Reference |                                                                                                                                                                                                                                                                           
|1         | Articles of incorporation,
        bylaws and instruments defining rights of common shareholders. (1)                                                                                                                                                                     
|4.1       | Subscription agreements
        with Alex Guidi dated June 6, 2002 (3)                                                                                                                                                                                                    
|4.2       | Subscription Agreements
        with Peter Loretto dated June 6, 2002. (3)                                                                                                                                                                                                
|4.3       | Subscription Agreement with
        Tanya Loretto dated June 6, 2002. (3)                                                                                                                                                                                                 
|4.4       | Agreement dated August 23,
        2002 between the Registrant and Indo-Pacific Energy Ltd. for the purchase
        of 175,000 units Of Indo-Pacific at a price of US$.80 per unit. (3)                                                                                  
|4.5       | Agreement dated February
        14, 2002 between the Registrant and Indo-Pacific Energy Ltd. for the termination
        of the Registrants Royalty Rights and amendment of the warrants held by
        the Registrant to acquire additional shares in Indo-Pacific. (3)
|4.6       | Subscription agreements
        with McLellan Investments Inc. dated September 12, 2000. (2)                                                                                                                                                                              
|4.7       | Subscription Agreements
        with Ron Bertuzzi dated October 12, 2000 and December 20, 2000. (2)                                                                                                                                                                       
|4.8       | Subscription Agreement with
        Peter Loretto dated November 15, 2000. (2)                                                                                                                                                                                            
|4.9       | Compromise Agreement between
        the Registrant and Verida Internet Corp. dated October 15, 2001. (2)                                                                                                                                                                 
|8.0       | List of Wholly-Owned Subsidiaries
        of Trans-Orient Petroleum Ltd. (5)                                                                                                                                                                                              
|11        | Code of Ethics (5)                                                                                                                                                                                                                                                        
|12.1      | Section 302(a) Certification of CEO (6)                                                                                                                                                                                                                                   
|12.2      | Section 302(a) Certification of CFO (6)                                                                                                                                                                                                                                   
|13.1      | Section 906 Certification of CEO (6)                                                                                                                                                                                                                                      
|13.2      | Section 906 Certification of CFO (6)                                                                                                                                                                                                                                      
|14.1      | Change of auditor papers
        (5)                                                                                                                                                                                                                                      

| | (1) | Incorporated by reference as previously included in Form 20-F filed January
      29, 2001.                         
| | --- | --------------------------------------------------------------------------------------------------------------------
| | (2) | Incorporated by reference as previously included in Form 20-F filed January
      29, 2002.                         
| | (3) | Incorporated by reference as previously included in Form 20-F filed January
      31, 2003.                         
| | (4) | Incorporated by reference as previously included in Form 20-F filed January
      30, 2004.                         
| | (5) | Filed as an exhibit to our Annual Report on Form 20-F for the year ended
      July 31, 2004 filed January 31, 2005.
| | (6) | Filed as an exhibit to this Amendment No. 1 to Form 20-F.                                                           

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- 20 -

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities
  Exchange Act of 1934, the Registrant certifies that it meets all of the
  requirements for filing on Form 20-F and has duly caused this annual report
  to be signed on its behalf by the undersigned, thereunto duly authorized.

June 24, 2005

TRANS-ORIENT PETROLEUM LTD.

|By: | /s/ Barry MacNeil                          | 
|--- | ------------------------------------------ | 
|    | Barry MacNeil, Secretary, CFO and Director | 

---