UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-KSB/A

           [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
               SECURITIES ACT OF 1934 (FEE REQUIRED)

                    For the fiscal year ended April 30, 2004

           [ ] TRANSACTION REPORT PURSUANT TO SECTION 14 OR 15 (d) OF THE
               SECURITIES AND EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

               For the transaction period from ____________ to ____________

                         Commission File number 0-16602

                              O'HARA RESOURCES, LTD
                 (Exact name of Company as specified in charter)

        Nevada                                            88-0485907
(State of Incorporation)                       (IRS Employer Identification No.)

3950 E. Sunset Road, #123, Las Vegas, NV                    89102
(Address of principal executive offices)                  (Zip Code)

                                  702-898-1611
                               (Telephone Number)

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

Title of each share                    Name of each exchange on which registered
       None                                            None

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

                                 Title of Class
                                      None

<PAGE>

Check Whether the Issuer (1) filed all reports required to be filed by section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the Company was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                  Yes      [ ]      No [x]

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

State issuerss.L/F revenues for its most recent fiscal year:    $-0-

The aggregate market value on April 30, 2004, of the voting and non-voting
common equity held by non affiliates computed by reference to the price of which
the common equity was sold, or the average bid and asked price of such common
equity was $520,917.00.

As at April 30, 2004 the aggregate market value of the voting stock held by
non-affiliates is undeterminable and is considered to be -0-.

ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PAST FIVE YEARS

Yes, Chapter 11, filed on May 16, 2002. Bankruptcy dismissed January 14, 2003.

APPLICABLE ONLY TO CORPORATE COMPANIES

As of April 30, 2004, the Company has Twenty six million one hundred forty five
thousand eight hundred forty eight (26,045,848) Shares of common stock issued
and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Neither annual reports to security holders, proxy or other information
statements nor any prospectus filed pursuant to Rule 454 (b) or (c) under the
Securities Act of 1933 is incorporated herein.

None

Transitional small Business Disclosure Format (check one):

Yes [ ] No [X]

                                       2
<PAGE>

ITEM 1 - DESCRIPTION OF BUSINESS

HISTORY AND ORGANIZATION

O'Hara Resources Ltd. (the Company), a development stage company, was organized
on February 2, 1984 as a British Columbia Corporation. The Company was merged
into a Nevada corporation on October 26, 1990. On November 10, 1990, the Company
filed a Form 20-F, whereby it registered itself with the Securities and Exchange
Commission.

In 1991, the Company lost the mineral properties, ceased operations and
liquidated any assets to pay off existing liabilities. In 2001, the Company
acquired various mining claims (see Note 8) but has been unsuccessful in
securing operations on these claims and subsequent to April 2003, has abandoned
all mining interest. During 2002, the Company filed for bankruptcy to protect
itself from a creditor of the Mountain States Petroleum acquisition. In November
2002, the Company reached a settlement agreement and the 8.4 million dollar note
was forgiven and the property was returned to the original owners.

The Company is a development stage company as defined in Financial Accounting
Standards Board Statement No. 7. The Company has no properties of any kind as of
the filing date of this document.

The Company is currently evaluating business opportunities to merge with in
order to establish operations, and is developing a business plan.

ITEM 2 - DESCRIPTION of PROPERTIES.

The Company has no properties at this time.

ITEM 3 - LEGAL PROCEEDINGS.

None.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED MATTERS.

The principal market on which the Company's shares of common stock are traded is
the NQB Pink Sheets under the symbol OHRL.

High and low sale prices of Company's common stock on the Pink Sheets for each
period during the past two years are as follows:

2004 Market Price                               High                   Low
-----------------                               -----                  ---
First Quarter                                   0.045                 0.02

2003 Market Price
-----------------
First Quarter                                    0.05                 0.02
Second Quarter                                   0.05                 0.02
Third Quarter                                    0.05                 0.02
Fourth Quarter                                   0.05                 0.02


                                       3
<PAGE>

The approximate number of shareholders of the Company's common stock as of April
30, 2004 was seven hundred (700).

No cash dividends were declared during the fiscal years ending April 30, 2003
and April 30, 2004.

During the year ended April 30, 2004, the Company issued 6,694,845 shares of
common stock to officers, directors and shareholders for services, expense
reimbursements, accrued wages and notes payable valued at $546,370.

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
         RESULTS OF OPERATIONS

Plan of Operation

Since inception, our operations have been limited to locating and purchasing or
developing mining or other natural resource operations and raising needed
capital.

The Company intends to seek additional operations and technology related to any
natural resource development or sales organization. Additionally, the Company
plans to raise funds from the sale of assets recently acquired in the
acquisition of Vision Energy Group, Inc. other assets acquired should provide
the Company with collateral for loans and the ability to generate revenue in the
current year. Each project acquired carries its own innate ability to be
financed

Occurences

In July, 2003 Walter Martin resigned as both an officer and director of the
Company. Mr. O. Robert Meredith was thereafter appointed to be a director of the
Company.

In November, 2003, Mr. William L. Thomas resigned as both an officer and
director of the Company.

In November of 2003, the Company entered into a Stock Purchase Agreement
pursuant to which the Company agreed to acquire GlobalLink Technologies Ltd.
(GLT). In conjunction with the Company's acquisition of GLT and in furtherance
of the acquisition, GLT represented to the Company that GLT was operating in the
telecommunications industry in Mexico. The Company subsequently discovered that
GLT's representations regarding its operating position in the Mexican
telecommunications market had been overstated as had GLT's ability to generate
income in the Mexican telecommunications market. In early 2004, the Company
elected to unwind, cancel and rescind its acquisition of GLT. All stock tendered
by the Company pursuant to the aforementioned Stock Purchase Agreement has since
been voluntarily returned to the Company. No accounting for the issuance or
cancellation of stock certificates was recorded as all events occurred in the
same accounting year.

                                       4
<PAGE>

In early 2004, the Company entered into discussions with Mr. George Filippides
pursuant to which Mr. Filippides represented to the Company that Mr. Filippides
could facilitate the transition of the Company into the telecommunications
industry utilizing business opportunities and connections available to Mr.
Filippides. To facilitate the transition, Mr. Robert Vrooman did thereafter, on
February 16, 2004, resign his position as the Company's President and his
position as the Company's Chief Executive Officer. Mr. Filippides was thereafter
appointed to both positions. Mr. Filippides was also appointed to be a director
for the Company.

On March 8, 2004, the Company elected to remove Mr. Filippides from his
positions as the Company's President and Chief Executive Officer. Mr. Vrooman
was thereafter re-appointed to both positions. Several days later, shareholders
of the Company who collectively controlled more than fifty percent of the
Company's outstanding shares, voted to remove Mr. Filippides from his director
position. On March 28, 2004, having already been removed from all of the
above-noted positions, Mr. Filippides provided the Company with a signed and
dated writing, dated March 18, 2004, pursuant to which Mr. Filippides resigned
from all of the above-noted positions.

The Company currently has no employees other than its officers. It is expected
that the majority of subsidiary employees will be outsourced.

Results of Operations.

For the years ended April 30, 2004 and 2003, we had net losses of $2,284,363 and
$741,735, respectively. We received no revenues. Operating expenses for the
years ended April 30, 2004 and 2003 were $516,397 and $704,114. Operating
expenses consisted of depreciation and amortization of $25,223 and $1,056 for
the years with general and administrative expenses of $491,174 and $703,058. We
had interest expense of $6,312 and $217,676 per year, respectively. We also had
a loss from the write-off of an investment of 1,650,000 in the year ended April
30, 2004.

Liquidity and Capital Resources

The Company requires substantial capital in order to meet our ongoing corporate
obligations and in order to continue and expand its current and strategic
business plans. Our working capital has been obtained through loans from
officers, directors or certain interested parties. Other capital was received
from the private placement of securities. The Company continues to expect that
these sources are available for all immediate capital needs but is actively
soliciting additional capital to make acquisitions and then to grow the acquired
assets. The Company must rely on its prior associations for its funding for the
next twelve months unless a new funding source is forthcoming.

                                       5
<PAGE>

On a long-term basis, liquidity is dependent on establishment of operations and
receipt of revenues, additional infusions of capital and debt financing.

Critical Accounting Policies

For revenue recognition policies, see NOTE 1 Revenue Recognition and Deferred
Revenue. Our equipment does not consist of long lived assets that would require
impairment. We remove any asset that is obsolete or is inoperable at the time
either contingency becomes known. Our other significant accounting policies are
defined beginning with NOTE 1 to the financial statements.

Audit Committee, Financial Experts and Board of Directors Independence

The Company has not created an audit committee with independent members. The
audit committee is the current members of the Board of Directors, one of whose
members, Robert Vrooman qualifies as a "financial expert " as required through
their previous responsibilities for preparing or being responsible the
preparation of public company filings as either the President or Chief Financial
Officer of other reporting public companies. The lack of operations and
constraints on available capital to hire such financial experts or to pay for
the expenses of independent audit committee members are the primary reasons for
the lack of independent members. The same can be said of the lack of independent
members on the Board of Directors as no capital is available for Directors and
Officers liability policies or to pay their expenses to attend meetings. Should
the Company begin trading or choose to become listed on an exchange after
funding we will adhere to the policies required for inclusion.

Research and Development

The Vision Energy Group subsidiary will continue its design of it s Let down
Energy Recovery System, its Organic Rankin Cycle heat recovery system and the
landfill gas to Liquid Natural Gas system. Negotiations are ongoing with various
potential users to assist in the funding and the building of pilot projects.

                                       6
<PAGE>

ITEM 7 - FINANCIAL STATEMENTS

                             O'HARA RESOURCES, LTD.
                          (A DEVELOPMENT STAGE COMPANY)

                                    CONTENTS


INDEPENDENT AUDITOR'S REPORT                                                8

FINANCIAL STATEMENTS

         Balance Sheet                                                      9

         Statement of Operations                                           10

         Statement of Stockholders' Equity                                 11

         Statement of Cash Flows                                           12

         Notes to Financial Statements                                     13


                                       7
<PAGE>

Independent Auditor's Report
----------------------------

To the Board of Directors and
Stockholders of
O'Hara Resources, Ltd.

We have audited the accompanying balance sheets of O'Hara Resources, Ltd. (a
development stage company) (a Nevada corporation) as of April 30, 2004 and 2003
and the related statements of operations, stockholders' equity and cash flows
for the years then ended and from inception on February 2, 1984 through April
30, 2004. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of O'Hara Resources, Ltd. as of
April 30, 2004 and 2003 and the results of its operations and cash flows for the
years then ended and from inception on February 2, 1984 through April 30, 2004
in conformity with the standards of the Public Company Accounting Oversight
Board (United States).

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has little operating capital, no revenues and is
dependent on financing to continue operations. These factors raise substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 3. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

Chisholm, Bierwolf & Nilson, LLC
Bountiful, Utah 84010
December 22, 2004

                                       8
<PAGE>

                         O'HARA RESOURCES LTD.
                     (A Development Stage Company)
                             Balance Sheets
<TABLE>
<CAPTION>
                                 ASSETS

                                                                    April 30,          April 30,
                                                                       2004               2003
                                                                   ------------      ------------
<S>                                                                <C>               <C>
CURRENT ASSETS:
Cash                                                               $         65      $      1,509
Prepaid Expenses                                                             --             5,662
                                                                   ------------      ------------
                          Total Current Assets                               65             7,171
                                                                   ------------      ------------
PROPERTY, PLANT & EQUIPMENT, NET                                          4,194             4,824
                                                                   ------------      ------------
                              OTHER ASSETS
Mining Claims                                                                --           125,000
Royalty agreement buyback - mining claims                                    --            30,760
Investments                                                                  --         1,650,000
                                                                   ------------      ------------
                           Total Other Assets                                --         1,805,760
                                                                   ------------      ------------
TOTAL ASSETS                                                       $      4,259      $  1,817,755
                                                                   ============      ============


             LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)

                          CURRENT LIABILITIES:
Accounts payable                                                   $     48,082      $     53,989
Accrued expenses                                                        391,764           497,340
Current portion of long-term debt                                        96,076           109,312
                       Total Current Liabilities                        535,922           660,641
                                                                   ------------      ------------

                         LONG-TERM LIABILITIES
Notes payable                                                            37,500            25,000
Notes payable-related party                                              58,576            84,312
Less:  current portion of long-term debt                                (96,076)         (109,312)
                      Total Long-term Liabilities                            --                --
                                                                   ------------      ------------
                      Total Liabilities                                 535,922           660,641
                                                                   ------------      ------------
                    STOCKHOLDERS' EQUITY/(DEFICIT):
Preferred stock, Series A, $.001 par value; 50,000,000 shares
authorized; $.001 par value,
no shares issued and outstanding                                             --                --
Preferred stock, Series B, $.001 par value; 50,000,000 shares
authorized; $.001 par value,
no shares issued and outstanding                                             --                --
Capital stock, $.001 par value; 100,000,000 shares authorized;
26,045,848 and 18,178,603 shares
issued and outstanding                                                   26,146            18,179
Additional paid-in capital                                           11,528,611        10,940,993
Deficit accumulated during the development stage                    (12,086,420)       (9,802,057)
                                                                   ------------      ------------
                  Total Stockholders' Equity/(Deficit)                 (531,663)        1,157,114
                                                                   ------------      ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)               $      4,259      $  1,817,755
                                                                   ============      ============
</TABLE>

                                       9
<PAGE>

                              O'HARA RESOURCES LTD.
                          (A Development Stage Company)
                             Statement of Operations
<TABLE>
<CAPTION>
                                                                                       From Inception
                                                              Year Ended                 (February 2,
                                                    ------------------------------         Through
                                                      April 30,         April 30,         April 30,
                                                        2004              2003              2004
                                                    ------------      ------------     --------------
<S>                                                 <C>               <C>               <C>
SALES, Net of Returns, Allowances and Discounts     $         --      $         --      $         --

COST OF SALES                                                 --                --                --
                                                    ------------      ------------      ------------

Gross margin                                                  --                --                --
                                                    ------------      ------------      ------------

                              EXPENSES:
Write-off of mineral properties                          131,166           315,020         4,466,737
Depreciation and amortization                             25,223             1,056           206,671
General and administrative expenses                      491,174           703,058         5,771,628
                                                    ------------      ------------      ------------

                 Total expenses                          647,563         1,019,134        10,445,036
                                                    ------------      ------------      ------------

NET (LOSS) before other items                           (647,563)       (1,019,134)      (10,445,036)

                        OTHER INCOME (EXPENSE)
Interest income                                              159               129            17,988
Gain on forgiveness of debt                               19,353           494,947           514,300
Interest expense                                          (6,312)         (217,676)         (523,672)
 Loss on write off of investment                      (1,650,000)               --        (1,650,000)
                                                    ------------      ------------      ------------

                          Total other income          (1,636,800)          277,400        (1,641,384)
                                                    ------------      ------------      ------------

NET (LOSS) BEFORE TAXES                               (2,284,363)         (741,735)      (12,086,420)

PROVISIONS FOR INCOME TAXES                                   --                --                --
                                                    ------------      ------------      ------------

                          NET (LOSS)                $ (2,284,363)     $   (741,735)     $(12,086,420)

EARNINGS (LOSS) PER COMMON SHARE                    $      (0.10)     $      (0.05)     $      (3.56)

WEIGHTED AVERAGE SHARES OUTSTANDING                   21,989,278        15,956,294         3,394,590

</TABLE>

                                       10
<PAGE>

                              O'HARA RESOURCES, LTD
                          (A Development Stage Company)
                   Statement of Stockholders' Equity (Deficit)
              From Inception on February 2, 1984 To April 30, 2004
<TABLE>
<CAPTION>
                                                                                                     Deficit
                                                                                                   Accumulated
                                                          Capital Stock            Additional      During the
                                                   ---------------------------      Paid-in        Development
                                                     Shares            Amount       Capital           Stage                Total
                                                   ---------          -------     -----------      ------------         -----------
<S>                                                <C>                 <C>        <C>               <C>                 <C>
Balance-April 30, 1990                              2,119,362         $ 2,119     $ 6,610,615       $(3,383,839)        $ 3,228,895

Stock issued for purchase of mineral property         560,000             560         349,440                --             350,000
Stock issued for exercise of stock options            150,000             150         254,850                --             255,000
Stock issued for settlement of debt                   222,568             223         138,882                --             139,105
Stock issued for services                           1,170,846           1,171          10,537                --              11,708


Net loss from May 1, 1990 through April 30, 1997           --              --              --        (4,009,708)         (4,009,708)
Stock issued for option to purchase mining claim        5,000               5           2,495                --               2,500
Stock issued for buyback of
  royalty agreement -claims                            61,520              62         153,738                --             153,800
Stock issued to escrow for buyback of
  royalty agreement                                   100,000             100            (100)               --                  --

Net loss for the year ended April 30, 2001                 --              --              --          (497,327)           (497,327)

Balance-April 30, 2001                              5,516,946           5,517       8,583,154        (7,890,874)            697,797

Stock issued for services and
  expense reimbursements                            5,677,408           5,677         292,814                --             298,491
Stock issued for extension of
  Option agreement                                      5,000               5             995                --               1,000
Stock issued for investments                        1,800,000           1,800       1,648,200                --           1,650,000
Stock issued for cash                                 210,000             210         149,790                --             150,000
Stock split rounding shares                                 4              --              --                --                  --
Options issued to employees                                --              --          14,600                --              14,600

Net loss for the year ended April 30, 2002                 --              --              --        (1,169,449)         (1,169,449)

Balance-April 30, 2002                             13,209,358          13,209      10,689,553        (9,060,323)          1,642,440

Shares issued as a loan incentive                     420,000             420          12,680                --              13,100
Shares issued for services and expenses               400,000             400          15,600                --              16,000
Shares issued for cash                                750,000             750          24,250                --              25,000
Cancellation of shares issued for services          (350,000)           (350)         (13,650)               --             (14,000)
Shares issued in lieu of wages                      2,149,500           2,150          62,335                --              64,485
Shares issued  for payables                         3,099,745           3,100         282,925                --             286,025
Cancellation of shares issued for investments      (1,500,000)         (1,500)       (148,500)               --            (150,000)
Options issued to employees                                --              --          15,800                --              15,800

Net loss for the year ended April 30, 2003                 --              --              --          (741,734)           (741,734)

Balance-April 30, 2003                             18,178,603          18,179      10,940,993        (9,802,057)          1,157,115

Stock issued to settle notes payable
  and accrued interest                              1,295,698           1,296          55,476                --              56,772
Stock issued to settle accrued expenses             5,763,652           5,764         458,590                --             464,354
Stock issued for services                             847,495             847          69,263                --              70,110
Stock issued to settle accounts payable                60,400              60           4,289                --               4,349

Net loss for the year ended April 30, 2004                 --              --              --        (2,284,363)         (2,284,363)


Balance-April 30, 2004                             26,045,848         $26,146     $11,528,611      $(12,086,420)        $  (531,663)
</TABLE>

                                       11
<PAGE>

                             O'HARA RESOURCES, LTD.
                          (A Development Stage Company)
                            Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                                                From Inception
                                                                           Year Ended         (February 2, 1984)
                                                                   -------------------------        Through
                                                                    April 30,      April 30,      April 30,
                                                                      2004            2003           2004
                                                                   ----------      ---------     ------------
<S>                                                                <C>             <C>           <C>
           CASH FLOWS FROM OPERATING ACTIVITIES:
                           Net loss                                $       --      $(741,735)    $(12,086,420)
Adjustments to reconcile net loss to net cash
  used in operating activities:

Write-off of mineral properties,
  fixed assets and investments                                      1,767,813        315,020        6,103,384
Stock issued for services and expense reimbursements                  538,516        366,937        1,637,342
Depreciation and amortization                                          25,223          1,056          206,671
Changes in assets and liabilities:
(Increase) decrease in accounts receivable                                 --            472               --
Increase (decrease) in accrued expenses                              (105,230)        (2,563)         392,110
(Increase) decrease  in pre-paid                                        5,662        (5,662)               --
Increase (decrease) in accounts payable                                (5,907)           330           48,081
                                                                   ----------      ---------     ------------

Net cash used in operating activities                                 (58,286)       (66,145)      (3,698,832)
                                                                   ----------      ---------     ------------

           CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets                                                   --             --       (1,596,480)
Acquisitions of mineral property interests                                 --             --       (1,548,942)
Payments for notes receivable                                              --             --          (17,000)
Purchase of investments                                                    --             --         (250,408)
                                                                   ----------      ---------     ------------

Net cash used in investing activities                                      --             --       (3,412,830)
                                                                   ----------      ---------     ------------

           CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from notes payable                                            57,457         79,705          222,722
Principal payments on Long-term debt                                     (615)       (37,219)         (37,834)
Issuance of common stock                                                   --         25,000        6,926,839
                                                                   ----------      ---------     ------------
Net cash used in financing activities                                  56,842         67,486        7,111,727
                                                                   ----------      ---------     ------------
Net Increase (decrease) in Cash                                        (1,444)         1,341               65
CASH AT BEGINNING PERIOD                                                1,509            168               --
                                                                   ----------      ---------     ------------
CASH AT END OF PERIOD                                              $       65      $   1,509     $         65
                                                                   ==========      =========     ============
           SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest                                             $       --      $      --     $         --
Cash paid for income taxes                                         $       --      $      --     $         --
Non-cash activities:
Stock issued for purchase of mining claims                         $       --      $      --     $    975,000
Stock issued for option to purchase mining claims                  $       --      $      --     $     35,000
Stock issued for royalty agreement buyback - mining claims         $       --      $      --     $    153,800
Stock issued for services and expense reimbursements               $  539,157      $ 367,409     $  1,566,155
Stock issued for settlement of debt                                $   56,725      $  20,000     $    283,833
Stock issued for exercise of stock options                         $       --      $      --     $    255,000
Stock issued for investments                                       $       --      $      --     $  1,700,000
</TABLE>

                                       12
<PAGE>

                              O'HARA RESOURCES LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - THE COMPANY

         O'Hara Resources Ltd. (the Company), a development stage company, was
         organized on February 2, 1984 as a British Columbia Corporation. The
         Company was merged into a Nevada corporation on October 26, 1990. On
         November 10, 1990, the Company filed a Form 20-F, whereby it registered
         itself with the Securities and Exchange Commission.

         In 1991, the Company lost the mineral properties, ceased operations and
         liquidated any assets to pay off existing liabilities. In 2001, the
         Company acquired various mining claims (see Note 8) but has been
         unsuccessful in securing operations on these claims and subsequent to
         April 2003, has abandoned all mining interest. During 2002, the Company
         filed for bankruptcy to protect itself from a creditor of the Mountain
         States Petroleum acquisition. In November 2002, the Company reached a
         settlement agreement and the 8.4 million dollar note was forgiven and
         the property was returned to the original owners. The bankruptcy
         proceedings ended at that time.

         The Company is currently evaluating business opportunities to merge
         with in order to establish operations, and is developing a business
         plan.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

         This summary of significant accounting policies of O'Hara Resources
         Ltd.(the Company) is presented to assist in understanding the Company's
         financial statements. The financial statements and notes are
         representations of the Company's management, which is responsible for
         their integrity and objectivity. These accounting policies conform to
         generally accepted accounting principles and have been consistently
         applied in the preparation of the financial statements.

         Accounting method - The Company's financial statements are prepared
         using the accrual method of accounting.

         Earnings (Loss) Per Share - The Company adopted Statement of Financial
         Accounting Standard No. 128, "Earnings per Share"("SFAS No. 128"),
         which is effective for annual periods ending after December 15, 1997.
         Earnings (loss) per share are computed based on the weighted average
         number of shares outstanding.

         No changes in the computations of diluted earnings per share amounts
         are presented since there were no capital stock transactions that would
         serve to dilute common shares.

                                       13
<PAGE>

                              O'HARA RESOURCES LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

         Income Taxes - The Company accounts for income taxes using the asset
         and liability method. The difference between the financial statement
         and tax bases of assets and liabilities is determined annually.
         Deferred income tax assets and liabilities are computed for those
         differences that have future tax consequences using the currently
         enacted tax laws and rates that apply to the period in which they are
         expected to affect taxable income. Valuation allowances are
         established, if necessary, to reduce deferred tax asset accounts to the
         amounts that will more likely than not be realized. Income tax expense
         is the current tax payable or refundable for the period, plus or minus
         the net change in the deferred tax asset and liability accounts.

         Statement of Cash Flows - The Company considers (if and when they have
         any) all highly liquid investments with maturities of three months or
         less to be cash equivalents.

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

         Property, Plant & Equipment - Property, plant and equipment are carried
         at cost. Depreciation and amortization is computed on the straight-line
         method over the estimated useful lives of the assets. The Company has
         adopted Statement of Financial Accounting Standard No. 144, "Accounting
         for the Impairment of Ling-Lived Assets and for Long-Lived Assets to be
         Disposed of"("SFAS No. 144"). As provided by SFAS No. 144, when
         indicators of impairments of long-lived assets are discovered and the
         undiscounted cash flows estimated to be generated by those assets are
         less than the carrying amount, the Company recognizes an impairment
         loss. During the years ended April 30, 2004 and 2003, impairment losses
         of $131,166 and $315,020, respectively, have been recorded, due to
         impairment of the mining claims.

         Comprehensive Income - The Company adopted Statement of Financial
         Accounting Standard No. 130, "Comprehensive Income"("SFAS No. 130"),
         which is effective for annual periods ending after December 15, 1997.
         As provided by SFAS No. 130, reclassification adjustments to prior year
         amounts are reported in a separate statement of comprehensive income
         along with current year components of comprehensive income. For all
         periods presented in these financial statements, comprehensive income
         (loss) was equal to net income (loss) therefore, no separate statement
         has been presented.

                                       14
<PAGE>

                              O'HARA RESOURCES LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 3 - GOING CONCERN

         The Company's financial statements have been presented on the basis
         that it is a going concern, which contemplates the realization of
         assets and the satisfaction of liabilities in the normal course of
         business. The Company incurred net losses of $12,086,420 for the period
         from February 2, 1984 (inception) through April 30, 2004. These
         factors, among others, raise substantial doubt as to the Company's
         ability to obtain debt and/or equity financing and achieve profitable
         operations.

         The Company's management intends to raise additional operating funds
         through equity and/or debt offerings. However, there can be no
         assurance management will be successful in its endeavors. Ultimately,
         the Company will need to achieve profitable operations in order to
         continue as a going concern.

         These conditions raise substantial doubt about the Company's ability to
         continue as a going concern. The financial statements do not include
         any adjustments to reflect the possible future effects on the
         recoverability and classification of assets or the amounts and
         classification of liabilities that may result from the outcome of this
         uncertainty.

NOTE 4 - DEVELOPMENT STAGE COMPANY

         The Company is a development stage company as defined in Financial
         Accounting Standards Board Statement No. 7. From February 2, 1984
         through the date of these financial statements, the Company did not
         have any earnings from operations.

NOTE 5 - INCOME TAXES

         Deferred income taxes arise from temporary differences resulting from
         income and expense items reported for financial accounting and tax
         purposes in different periods. Deferred taxes are classified as current
         or non-current, depending on the classification of the assets and
         liabilities to which they relate. Deferred taxes arising from temporary
         differences that are not related to an asset or liability are
         classified as current or non-current depending on the periods in which
         the temporary differences are expected to reverse.

         Amounts for deferred tax assets are as follows:

                                            April 30,           April 30,
                                              2004                2003
                                            ---------           ---------
         Deferred tax asset,
           net of valuation allowances
           as per below:                    $      --           $      --
                                            ==========          =========

                                       15
<PAGE>

                              O'HARA RESOURCES LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 5 - INCOME TAXES (CONTINUED)

         The following temporary differences gave rise to the deferred tax asset
         at April 30, 2004 and 2003.

<TABLE>
<CAPTION>
                                                                                        April 30,        April 30,
                                                                                          2004              2003
                                                                                      -----------       -----------
<S>                                                                                   <C>               <C>
         Tax benefit of net operating loss carry forward.                             $ 2,411,645       $ 1,960,000
         Valuation allowance of net operating loss carry-forward in
              future years.                                                            (2,411,645)       (1,960,000)
                                                                                      -----------       -----------
</TABLE>

         Because the Company has not generated taxable income since its
         inception, no provision for income taxes has been made. The net
         operating losses carried forward have began to expire, and may be
         limited in deductibility due to ownership changes.

NOTE 6 - PROPERTY, PLANT AND EQUIPMENT

         Property, plant and equipment consist of the following at April 30,
         2004 and 2003:
<TABLE>
<CAPTION>
                                                                                          2004              2003
                                                                                      -----------       -----------
<S>                                                                                   <C>               <C>
         Furniture and equipment                                                      $     6,661       $     6,661
         Less: Accumulated depreciation                                                    (2,467)           (1,837)
                                                                                      -----------       -----------
                  Net Property, plant and equipment                                   $     4,194       $     4,824
                                                                                      ===========       ===========
</TABLE>

         Depreciation expense has been recorded for the years ended April 30,
         2004 and 2003, in the amounts of $630 and $1,057, respectively.

NOTE 7 - ROYALTY AGREEMENT BUYBACK - MINING CLAIMS

         In November 2000, the Company entered into an agreement to buyback a
         royalty agreement on the mining claims which were acquired by the
         Company during the year. Per the agreement, the Company issued 615,200
         shares of its common stock and placed 1,000,000 shares of its common
         stock into escrow. The 1,000,000 shares are to be returned to the
         Company if the Company's common stock reaches $2.25 on or before
         November 1, 2001. The stock was not returned to the Company, and the
         Company has written off the balance of these claims to $0 at April 30,
         2004. These claims were abandoned in late 2003.

                                       16
<PAGE>

                              O'HARA RESOURCES LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 8 - MINING CLAIMS

         The Company originally recorded costs of $625,000 in its exploratory
         stage mining claims purchased in 2001. The ultimate realization of the
         Company's carrying cost in these assets was dependent upon the
         discovery and the ability of the Company to finance successful
         exploration and development of ore deposits, if any, in the mining
         claims in sufficient quantities for the Company to recover its recorded
         costs or to sell such assets for more than their recorded values. The
         ultimate realization of the carrying costs in the mining claims at
         April 30, 2003 was determined to be impaired. The Company wrote down
         the value of this claim to $125,000 at April 30, 2003. During the year
         ended April 30, 2004, the Company abandoned the claims and wrote off
         the remaining balance to $0.

NOTE 9 - LONG-TERM LIABILITIES

         Long-term liabilities are detailed as follows as of April 30, 2004 and
         2003:
<TABLE>
<CAPTION>
                                                                           2004       2003
                                                                          -------   -------
<S>                                                                       <C>       <C>
         Note payable to an officer, due in monthly payments of $1,558,
              which includes $558.33 in cash and 20,000 shares of
              common stock valued at $.05 per share, including interest
              at 10%.  The note matured on January 31, 2002               $    --   $ 8,250

         Notes payable to various officers and shareholders, bears
              interest at 10%, due in fiscal 2004, past due                26,619    42,686

         Note payable to a shareholder, monthly installments due of
              $416, bears interest at 10%                                      --    33,375

         Notes payable to various officers and shareholders, payable on
              demand, and non-interest bearing                             31,957        --
                                                                          -------   -------

                  Total Notes Payable - Related Party                     $58,576   $84,312
                                                                          =======   =======
</TABLE>

                                       17
<PAGE>

                              O'HARA RESOURCES LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 9 -  LONG-TERM LIABILITIES (continued)
<TABLE>
<CAPTION>
                                                                      2004         2003
                                                                   ---------    ---------
<S>                                                                <C>          <C>
          Notes payable:

          Note payable to a Corporation, due on demand and
              non-interest bearing                                 $  12,500    $  25,000

          Note payable to an individual, principal and interest
              due at maturity, bears interest at 12%, matured on
              January 13, 2004, past due                              25,000           --
                                                                   ---------    ---------

                  Total Notes Payable                                 37,500       25,000
                  Total Long-Term Liabilities                         96,076      109,812
                                                                   ---------    ---------

                  Less: Current Portion - Related Party              (58,576)     (84,312)
                  Less: Current Portion                              (37,500)     (25,000)
                                                                   ---------    ---------
                  Total Current Portion                              (96,076)    (109,312)
                                                                   ---------    ---------

                  Total Long-Term Liabilities                      $      --    $      --
                                                                   =========    =========
</TABLE>

NOTE 10 - EARNINGS (LOSS) PER SHARE
<TABLE>
<CAPTION>
                                                    Income (loss)     Shares      Per-Share
                                                     (Numerator)   (Denominator)   Amount
                                                    -------------  -------------  ---------
<S>                                                  <C>             <C>          <C>
          For the year ended April 30, 2004:
              Basic EPS
              Income (loss) to common shareholders   $(2,284,363)    21,989,278   $  (0.10)
                                                     ===========    ===========   ========
          For the year ended April 30, 2003:
              Basic EPS
              Income (loss) to common shareholders   $  (741,735)    15,956,294   $   (.05)
                                                     ===========    ===========   ========
</TABLE>

NOTE 11 - RELATED PARTY TRANSACTION

          During the year ended April 30, 2004, the Company issued 6,694,845
          shares of common stock to officers, directors and shareholders for
          services, expense reimbursements, accrued wages and notes payable
          valued at $546,370.

          During the year ended April 30, 2004, the Company received $32,457
          from officers and shareholders. As described in Note 9, the balance of
          the notes payable April 30, 2004 $31,957.

                                       18
<PAGE>

                              O'HARA RESOURCES LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 11 - RELATED PARTY TRANSACTION (CONTINUED)

          The Company issued 4,942,700 shares of its common stock to officers
          and directors for services and expense reimbursements valued at
          $148,281 during the years ended April 30, 2003.

NOTE 12 - INVESTMENTS

          During fiscal year 2002, the Company signed an agreement to acquire
          all the issued and outstanding stock of Mountain States Petroleum
          Corporation ("MSP"), a New Mexico corporation. The agreement stated a
          purchase price of $10,000,000, to be paid as follows; 300,000 shares
          of the Company's common stock valued at $1,500,000, and an $8,400,000
          note payable due December 2001.

          When the note came due and the Company had not paid it, the seller
          filed suit for collection. The Company entered into bankruptcy to
          protect itself from the suit. In November 2002, the Company settled
          the suit, by rescinding the original agreement and the $8,400,000
          note, and instead gave the Company an option to acquire MSP and
          various Nitrogen Rejection Units for $17,000,000 through July 2003.
          The Company recorded the cash and stock issued for this option at
          $1,650,000 and was considering completing the deal as of April 30,
          2003. On January 14, 2003, the bankruptcy court dismissed the
          bankruptcy case. During the year ended April 30, 2004, the option
          expired, therefore, the $1,650,000 balance of the option was written
          off.

                                       19
<PAGE>

ITEM 8 - CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

There is no disagreement with the accountants and there has been no change in
the Company Accountants in the five most recent years.

ITEM 8A - CONTROLS AND PROCEDURES

Based upon the Evaluation of Disclosure controls and procedures as of April 30,
2004 the evaluation date, the Company's Chief Executive Officer indicates that
controls and procedures of the Registrant designed to ensure that information
required to be disclosed by it in this report filed pursuant to the Securities
Exchange Act of 1934 as amended, are in place.


ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(c) OF THE EXCHANGE ACT.

The directors, executive officers of the Company are as follows:

         NAME                 AGE   POSITION WITH COMPANY
         ----                 ---   ----------------------------------------
         Robert Vrooman       47    President, Chairman, General Counsel and
                                    Secretary, September 2000 - present
         Gerry Weiner         71    Director, September 2000 - present
         O. Robert Meredith   65    Director, July 2003 - present

Robert Vrooman, President, Chairman of the Board of Directors and General
Counsel, has degrees in mining engineering, business and law. Mr. Vrooman has 20
years experience in these fields, with primary experience in the practice of
mining and environmental law.

Gerry Weiner, Director, is a graduate pharmacist. He is a former Member of
Canada's Parliament and served as a senior Cabinet Minister in two successive
governments as Secretary of State, Minister of Immigration, and Minister of
Citizenship in an 18-year career.

Robert Meredith, Director, is a practicing attorney located in Salt Lake City,
Utah. He specializes in SEC and securities matters.

Name of the Directors, officers or beneficial owners of more than 10% of
Company's common stock filed on a timely basis reports required by Section 16(a)
during 2004 or prior years.

Robert Vrooman                      4,920,500 shares                   18.9%
Anderson Family 1994 Trust          2,770,263 shares                   10.6%

                                       20
<PAGE>

Because of the Company's failure to maintain current filings there arose a
question whether filing pursuant to Section 16(a) was necessary.

ITEM 10 - EXECUTIVE COMPENSATION (annual)

Robert Vrooman, President and Chairman of the Board of Directors       $150,000

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) The following table shows as of April 30, 2004, stock ownership of all
persons known by management, to be beneficial owners of more than 5% of the
common stock of the Company.

Name and Address              Amount and Nature                       Percentage
of Beneficial Owner           of Beneficial Owner                      of Class
-------------------           -------------------                     ----------

Robert Vrooman                4,920,500 shares Officer and Director      18.9%
927 Pacific Court
Walnut Creek, CA 94598

William L. Thomas             2,176,300 shares Officer and Director       8.4%
4690 Somerville Way
Reno, NV 89509

Anderson Family 1994 Trust    2,770,263 shares investor group            10.6%
6527 Giant Oak
North Las Vegas, NV 89084

(1) Percentage and number of shares is based in the shares outstanding on April
30, 2004 and does not take into consideration any subsequent issuance of shares
or action which may effect the number of outstanding shares of the Company.

(b) The securities of the Company beneficially owned by all officers and
directors of the Company as a group, as of April 30, 2004.

Title             Name and Address          Amount and Nature        Percentage
of Class          of Beneficial Owner       of Beneficial Owner       of Class
--------          -------------------       -------------------      ----------

Common Stock      Robert Vrooman                  4,920,500             18.9%
$.001 par value   925 Pacific Court
                  Walnut Creek, CA 94598

                  Gerry Weiner                       50,000            0.002%
                  3495 Du Musee, Ste. 204
                  Montreal, Quebec H3G 2C8

                                       21
<PAGE>

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

The Company filed four 8-K reports during the year ended April 30, 2004.

The first 8-K is dated February 23, 2004. Pursuant to it, the Company noted that
the Company's Board of Directors had: (1) appointed Mr. George Filippides to the
post of President and Chief Executive Officer replacing Mr. Robert B. Vrooman;
(2) appointed Mr. Vrooman to the position of Chief Operating Officer; (3)
re-appointed Mr. Vrooman to the position of Secretary; (4) elected Mr.
Filippides to the Board of Directors; and (5) appointed Mr. Vrooman and Mr.
Filippides to serve as Co-Chairmen of the Board of Directors.

The second 8-K is dated March 18, 2004. Pursuant to it, the Company noted that
the Company's Board of Directors had terminated Mr. George Filippides from the
posts of President and Chief Executive Officer of the Company and from the post
of Co-Chairman of the Board of Directors. Pursuant to it, the Company further
noted that Mr. Robert Vrooman had been re-appointed to his posts as President
and Chief Executive Officer of the Company and that Mr. Filippides had been
removed from the Board of Directors by a vote of shareholders of the Company who
collectively control more than fifty percent of the Company's shares.

The third 8-K is dated March 31, 2004. Pursuant to it, the Company noted that
the Company had on March 28, 2004 received a written and signed resignation from
Mr. George Filippides dated March 18, 2004 by which Mr. Filippides had resigned
his positions of President and Chief Executive Officer of the Company and had
further resigned his director position with the Company.

The fourth 8-K is dated April 12, 2004. Pursuant to it, the Company reported an
error in the 8-K dated March 18, 2004 and the 8-K dated March 31, 2004 by which
the Company had erroneously reported shares of outstanding stock in the amount
of 23,828,709. Per the April 12, 2004 8-K, the Company reported that the correct
number was 26,045,848.

31.1     Certification pursuant to Section 302 of the Sarbanes-Oxley Act
32.1     Certification pursuant to Section 906 of the Sarbanes-Oxley Act


                                       22
<PAGE>

                                   SIGNATURES

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


/s/ Robert Vrooman
--------------------------------
Robert Vrooman, Chairman and CEO                                January __, 2005

                                       23