<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark  One)
[X]     Annual  Report  Pursuant  To  Section  13 Or 15(D) Of The Securities
        Exchange  Act  Of  1934

        For  the  fiscal  year  ended  April  30,  2002

[ ]     Transition  Report  Under  Section  13  Or  15(D)  Of  The Securities
        Exchange  Act  Of  1934
        For  the  transition  period  from  ____  to  _____


COMMISSION  FILE  NUMBER  333-73822
                          ---------

                             NORMARK VENTURES CORP.
                             ----------------------
                 (Name of small business issuer in its charter)

NEVADA                                            98 - 0233347
---------------------------------                 --------------
(State  or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)                   Identification No.)



3575 Emerald Drive
North Vancouver, British Columbia, Canada          V7R 3B6
--------------------------------------------       -----------
(Address of principal executive offices)           (Zip Code)


(604)-506-8003
-------------------------


Issuer's telephone number


Securities registered under Section 12(b) of the Exchange Act:
Title of each class           Name of each exchange on which registered
--------------------          -----------------------------------------------

Securities registered under Section 12(g) of the Exchange Act:

                         Common stock, par value $0.001
                         ------------------------------
                                (Title of class)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to such filing requirements for the past 90 days.     Yes [X]  No [ ]

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

State  issuer's  revenues  for  its  most  recent  fiscal  year    $NIL

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates computed by reference to the price at which the common equity
was  sold,  or  the  average  bid and asked price of such common equity, as of a
specified  date  within  the  past 60 days. (See definition of affiliate in Rule
12b-2  of  the  Exchange  Act.)  $84,000

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the latest practicable date:  8,400,000 shares of common stock,
$0.001  par  value

Transitional  Small Business Disclosure Format (check one): Yes  [ ]   No  [X]


                                  Page 1 of 22


<PAGE>

                                     PART I

ITEM  1.     DESCRIPTION OF BUSINESS.

GENERAL

We  are  an exploration stage company engaged in the acquisition and exploration
of  mineral  properties.  We  own  four  mineral  claims that we refer to as the
Wheaton  River  mineral  claims,  as described below.    We presently plan to do
preliminary  exploration  work  to  search  for economic mineralization on these
claims.  This  initial  preliminary  exploration work will not constitute a full
geological  study  of our mineral claims.  A full geological study of our claims
will  involve  a  drilling  program  on the Wheaton River mineral claims and the
geological interpretation of the results of this geological program.  Completion
of a full geological study of our claims is necessary to determine if additional
exploration  work  on our mineral claims is warranted.  We are in the process of
completing  the  initial preliminary exploration work.  However, we will require
additional  funds in order to complete the full exploration of the Wheaton River
mineral  claims.

There  is  no assurance that a commercially viable mineral deposit exists on our
mineral  claims.  Our plan of operations is to carry out exploration work on our
mineral  claims  in  order  to ascertain whether our claims possess commercially
exploitable  quantities  of  gold  and  silver.  We  can provide no assurance to
investors  that  our  mineral  claims contain a commercially exploitable mineral
deposit,  or reserve, until appropriate exploratory work is done and an economic
evaluation  based  on  such  work  concludes  economic  feasibility.

Mineral  Claims  Purchase  Agreement

We  purchased  four  mineral claims located in the Whitehorse Mining District of
the  Yukon  Territory,  Canada  from  Mr.  Glen MacDonald pursuant to a purchase
agreement between Mr. MacDonald and us dated April 30, 2001.  We paid a purchase
price  of CDN $10,000 (approximately US $6,416) in consideration for our mineral
claims.   We  refer to these mineral claims as the Wheaton River mineral claims.
We acquired a 100% interest to the Wheaton River mineral claims, subject to a 2%
net  smelter  returns royalty that we have agreed to pay to Mr. MacDonald in the
event  that  we  enter into production of the Wheaton River mineral claims.  The
net  smelter  returns  royalty  will  equal 2% of the net smelter returns on the
gross  proceeds  that  we earn from the sale of any bullion, concentrates or ore
from the mining of the mineral claims, less eligible costs of transportation and
smelting and refining charges.   If, after commencement of commercial production
from  the  mineral  claims,  the  net  smelter  returns  royalty  payable to Mr.
MacDonald  in  any  calendar year is less than $20,000 Canadian, then we will be
obligated  to  pay  to Mr. MacDonald the difference between $20,000 Canadian and
the  actual  amount of net smelter returns royalty paid to Mr. MacDonald for the
year.   The  net  smelter  returns  royalty  will  terminate  once we pay to Mr.
MacDonald  a  total  of  $1,000,000  Canadian  in  royalty  payments.

We  determined  to proceed with the purchase of the Wheaton River mineral claims
based  on  the fact that previous mineral exploration work had been completed on
the  property.  This  prior  exploration  work indicated that the geology of the
mineral  claims  was similar to the geology of other gold bearing mineral claims
in  the  area of the Wheaton River mineral claims.  This geology consists of the
presence  of  an epithermal vein system that is similar to vein systems found in
the  area  of  the  Wheaton River mineral claims that have been found to contain
gold.  A  vein  is  a  fault, crack or fissure in a rock filled by minerals that
have  traveled  upwards  from some deep source. The Wheaton River mineral claims
also  offer accessibility to an existing mill operation which would increase the
commercial  viability  of  production  of  the  Wheaton  River mineral claims if
commercially  exploitable  reserves  of  gold  are  found.

Recording  of  the  Mineral  Claims

The  Wheaton  River mineral claims consist of four mineral claims located in the
Whitehorse  Mining  District  of  the  Yukon Territories, Canada.  Mr. MacDonald
recorded  the  mineral claims on November 27, 2000, pursuant to the Yukon Quartz
Mining  Act.  The  mineral  claims  have  the  following  legal  description:

     Name  of  Mining  Claim     Grant  Number     Claim  Sheet  Number
     -----------------------     -------------     --------------------

     AVA  1               YC18994          105D03
     AVA  2               YC18995          105D03


                                  Page 2 of 22


<PAGE>

     AVA  3               YC18996          105D03
     AVA  4               YC18997          105D03

The  four mineral claims comprising the Wheaton River mineral claims were staked
in  November 2000 by Mr. Glen MacDonald to cover the main area of potential gold
mineralization,  as  identified  by  Mr.  MacDonald.   Each  mineral  claim  is
effective  until  November  27,  2002.  A payment in lieu of assessment work and
renewal  certificate fees totaling CDN $420 (US$262.84) was issued by Indian and
Northern Affairs Canada extending the original expiration date from November 27,
2001 to November 27, 2002, Quartz Renewal Certificate Number QW27491. We are the
beneficial  owner  of  title  to  the mineral claims and no other person has any
interest in the mineral claims, subject to our agreement to pay to Mr. MacDonald
the  net  smelter  returns  royalty.  During their existence, the mineral claims
entitle us to all minerals found on or under the property comprising the mineral
claims,  together  with  the right to enter on and use and occupy the surface of
the  mineral  claims.  The  Yukon Territory owns the land covered by the mineral
claims  in  fee  simple.

In  order  to  maintain  our  mineral  claims in good standing, we must complete
exploration  work  on the mineral claims and file confirmation of the completion
of work on the mineral claims with the applicable mining recording office of the
Yukon  Territory.  Currently,  exploration  work  with  a  minimum value of $100
Canadian  is  required  during  each  year.   If we do not complete this minimum
amount  of  exploration work, we may pay a fee of $100 Canadian each year and by
pass this requirement.  The completion of mineral exploration work or payment in
lieu  of  exploration  work in any year will extend the existence of our mineral
claims  for  one  additional  year.  As  our  mineral claims are effective until
November  27,  2002,  we must file confirmation of the completion of exploration
work  in  the  minimum  amount  of  $100  Canadian  or make a payment in lieu or
exploration  work  in  the  amount of $100 Canadian by November 27, 2002.  If we
fail to complete the minimum required amount of exploration work or fail to make
a  payment  in lieu of this exploration work, then our mineral claims will lapse
on November 27, 2002 and we will lose all interest that we have in these mineral
claims.

Location  of  the  Mineral  claims

The Wheaton River mineral claims are located approximately 5 kilometers south of
the  city of Whitehorse in the Yukon Territories, Canada.  Access to the mineral
claims is by the Alaska and Klondike highways and then by gravel roads requiring
a  vehicle  with  four-wheel  drive  capability.

The Wheaton River mineral claims cover a broad northwest trending ridge south of
Mount  Anderson.  The  region is characterized by rolling uplands with prominent
peaks  and  steep-walled  stream  and  river valleys.  Glacial action has caused
major  valleys  to  have  deep u-shaped drainages.  The elevation of the mineral
claims  ranges  from  884  meters  to 1,850 meters above sea level.  The mineral
claims  cover a barren ridge extending south from Mount Anderson.  Timber covers
the  mineral  claims  at  elevations below 1,200 meters.  The ground above 1,200
meters  is  generally  barren.  The  climate  is  a  dry-arctic  climate,  with
influences  from  the  Pacific  Ocean.  Summer  temperatures  average 12 degrees
centigrade.  The  exploration  season  lasts  from  May  until  October.

Geological  Report

We  engaged  Mr.  William  G. Timmins, P.Eng. to prepare a geological evaluation
report  on the Wheaton River mineral claims in June 2001.  The work completed by
Mr.  Timmins in completing the geological report consisted of the acquisition of
geological  data from previous geological exploration and a review and synthesis
of  this  geological  data.  This  data  acquisition  involved  the research and
investigation of historic files to locate and retrieve data information acquired
by  pervious  exploration  companies in the area of the mineral claim.  The work
involved in this data acquisition included map and report reproduction, drafting
and  production  of base maps, and compilation of preexisting information into a
common  database  and  map.

We  received  the geological evaluation report on the mineral claims prepared by
Mr.  Timmins  in July 2001.  The geological report summarizes the results of the
history of the exploration of the mineral claims, the regional and local geology
of  the  mineral  claims  and  the  mineralization and the geological formations
identified  as  a  result  of the prior exploration.  The geological report also
gives  conclusions  regarding potential mineralization of the mineral claims and
recommends  a  further  geological  exploration  program  on the mineral claims.


                                  Page 3 of 22


<PAGE>



Exploration  History  of  the  Mineral  claims

The  history  of  the  exploration  of  the  mineral claims is summarized in the
geological  report  that  we  obtained  from Mr. Timmins, P. Eng.  The following
summary  of  the  exploration  history  of  the  mineral  claims is based on Mr.
Timmins'  summary  of  this  exploration  history.

Exploration  of the region in which the mineral claims are located began 1893 at
the  time  of the Klondike gold rush.  Intensive exploration began in 1906 after
the discovery of gold in the area of Mount Anderson.  This discovery resulted in
wagon  roads being built to provide access to Mount Anderson.  Limited mining of
high-grade  gold  and  silver  bearing  ore  occurred; however, no record of ore
production  exists.

From  the mid-1920's to the late 1960's, little exploration of significance took
place.  In  the 1970's, many of the old showings were restaked as an increase in
the  value of base and precious metals rekindled the interest of prospectors and
mining  companies  in  the  area.

On  the  area covered by our mineral claims, recent exploration started when the
Wheaton  River  Joint  Venture performed prospecting, grid development, mapping,
geochemical  and  geophysical surveys, and bulldozer trenching and road building
in  1984-1985.  Mineralized  rock  formations were discovered in the area.  Work
done by previous owners from 1991 to 2000 has included bulldozer trenching, road
construction, geological mapping, diamond drilling and prospecting.  A trench is
a  long,  narrow  excavation  dug  through  overburden or blasted out of rock to
expose  a  vein  or  ore  structure.  Geochemical  analysis  is  the  analytical
procedure conducted by a credited laboratory to determine the specific elemental
concentrations of minerals contained within samples.  Such samples may be from a
variety  of  medium,  including  rock,  soil  and  stream  sediment.

Geology  of  the  Mineral  Claim

The  geological  report  concluded that gold and silver mineralization occurs on
our  Wheaton  River  mineral  claims  in  at  least  two  distinct  styles  of
mineralization.   This gold and silver mineralization occurs in quartz veins.  A
vein  is  a  fault,  crack  or  fissure  in  a rock filled by minerals that have
traveled upwards from some deep source. This mineralization is present in two of
the  three  significant mineral formations identified in the area of our mineral
claims  that  have  the  potential  to  include  gold and silver mineralization.
Moderate  gold-silver  and  silver-lead  soil geochemical anomalies occur on our
mineral claims.  Geochemical anomalies are concentrations of minerals present in
mineral ore that are above normal concentrations occurring in the bedrock of the
mineral  claims.

Recommendations  of  Geological  Report

In  his  June  2001  geological  report,  Mr.  Timmins,  P. Eng. recommended the
completion of a three-phase geological work program on the Wheaton River mineral
claims.

The  first  phase  of  the  exploration program would be comprised of a detailed
geological  survey  of the mineral claims and a geological review of the results
of  the geological survey.  This survey would include a visit to the site of the
mineral  claims.  The  estimated  cost  of  completion of the first phase of the
exploration  program  is  $10,000.

The  second  phase of the exploration program would be comprised of trenching of
the  mineral  claims  and  a  geological  interpretation  of  the results of the
trenching  program.  The trenching would require bulldozer access to the site of
the  mineral  claims  in order to complete the trenching.  The estimated cost of
completion  of  the  second  phase  of  the  exploration  program  is  $25,000.

The  third  phase  of  the  exploration  program  would be comprised of drilling
approximately  500 meters of rock and a geological interpretation of the results
of  the drilling program.  The drilling program would require access to the site
of the mineral claims with drilling equipment.  The estimated cost of completion
of  the  second  phase  of  the  exploration  program  is  $75,000.

The  geological  review  and  interpretations  required  in  each  phase  of the
exploration  program would be comprised of review of the data acquired from each
phase  of  the  exploration  program  and an analysis of this data to assess the
potential  mineralization  of  the mineral claims. Geological review entails the
geological  study  of  an  area  to  determine  the  geological characteristics,
identification  of  rock types and any obvious


                                  Page 4 of 22


<PAGE>

indications  of  mineralization.  A  significant  component of this review would
occur  on  site.  The  purpose  of undertaking the geological review would be to
determine  if there is sufficient indication for the area to host mineralization
to  warrant  additional  exploration.  Positive  results  of  each  phase of the
exploration  program would be required to justify continuing with the next phase
of  the  exploration  program.  Such  positive  results  would  include  the
identification  of  zones  of  mineralization.

Current  State  of  Exploration

The  mineral  claims  presently  do  not  have any proven mineral reserves.  The
property  that  is  the subject to the mineral claim is undeveloped and does not
contain  any  open-pit  or  underground  mines.  There  is  no  mining  plant or
equipment  located  on  the  property  that is the subject of the mineral claim.
Currently,  there  is  no  power  supply  to  the  mineral  claim.

We have only recently commenced exploration of the mineral claim and exploration
is  currently  in the preliminary stages.  The status of our planned exploration
program  is  discussed  in  detail  below.  Our  planned  exploration program is
exploratory  in  nature  and there is no assurance that mineral reserves will be
proven.



Geological  Exploration  Program

We  have  accepted the recommendations of the June 2001 geological report and we
proceeded with the first phase of the recommended geological exploration program
in  fiscal  2002.   This  work  program  was  carried  out by Mr. Timmins as our
consultant  geologist.

The  work  involved  in  completing this initial phase of exploration included a
visit  to  the  site  of  the  mineral  claim  by Mr. Timmins and the field work
required  for  this current geological work program.  The rock samples collected
by Mr. Timmins in the process of completing his geological survey were submitted
to  a  qualified  laboratory for assaying.  The assay tests were completed by an
independent  laboratory  in May 2002.  Mr. Timmins reviewed the results of these
assay  tests and prepared an updated geological report on this first phase based
on  the results of the work program.  We received Mr. Timmins' geological report
in  July  2002.

We  must now make a determination of whether to proceed with the second phase of
the  exploration program based on the results of this first phase, as summarized
in  the  updated  geological  report  of  Mr.  Timmins.  In  completing  this
determination, we will make an assessment as to whether the results of phase one
are  sufficiently  positive  to  enable  us to achieve any financing that may be
necessary  for  us  to  proceed with phase two of the exploration program.  This
assessment  will  include  an  assessment of the market for financing of mineral
exploration  projects.   We  will only be able to proceed with this second phase
if  we  are  able  to  achieve  the  required  financing.

Competitive  Conditions

We  are  a  junior  mineral resource exploration company.  We compete with other
junior  mineral  resource  exploration  companies  for  financing from a limited
number  of  investors  that  are  prepared to make investments in junior mineral
resource  exploration  companies.  The  presence  of  competing  junior  mineral
resource  exploration  companies  may  impact on our ability to raise additional
capital  in  order to fund our exploration programs if investors are of the view
that  investments  in  competitors are more attractive based on the merit of the
mineral  properties  under investigation and the price of the investment offered
to  investors.

If  the results of our mineral exploration program are successful, we may try to
sell our mineral claims to a senior exploration company or to enter into a joint
venture  agreement with a senior exploration company for the further exploration
and  possible production of our mineral claims.   We would face competition from
other  junior mineral resource exploration companies if we attempt to enter into
a  sale or a joint venture agreement with a senior exploration company.   Senior
exploration  companies  have  limited ability to purchase properties from junior
exploration  properties  or  to  enter into joint venture agreements with junior
exploration programs and will seek the junior exploration companies who have the
properties that they deem to be the most attractive in terms of potential return
and  investment  cost.


                                  Page 5 of 22



<PAGE>



Compliance  with  Government  Regulation

We  will be required to conduct all mineral exploration activities in accordance
with the Quartz Mining Act of the Yukon Territories.  We will not be required to
obtain  any land use permit from the Department of Indian and Northern Affairs -
Land  Use  Branch  in  order  to  proceed with phase one of the recommended work
program.  We will be required to obtain a land use permit from the Department of
Indian  and  Northern  Affairs  -  Land Use Branch for any exploration work that
results in a physical disturbance to the land.  Accordingly, we will be required
to  obtain  a work permit if we proceed with the second phase of our exploration
program.  There  is  a  nominal  fee to obtain a land use permit and the time to
obtain  a land use permit is approximately six weeks.  We will incur the expense
of our consultant geologist to prepare the required submissions to obtain a land
use  permit.  We will be required to undertake remediation work on any work that
results  in physical disturbance to the land.  The cost of remediation work will
vary  according  to  the degree of physical disturbance.  No remediation work is
anticipated  as  a result of completion of phase one of the exploration program.
We  have  budgeted  for  regulatory compliance costs in the proposed exploration
program  recommended  by  the  geological  report.

Employees

We have no employees other than Mr. Norman Wareham, our president, secretary and
treasurer.

The  services  of  Mr.  Wareham  were  previously  provided  to us pursuant to a
management  agreement with Wareham Management Ltd., a private company controlled
by  Mr. Wareham.  We previously paid Wareham Management Ltd. a management fee of
$1000 per month.  This arrangement was terminated in the fiscal year ended April
30,  2002  and  Mr.  Wareham  is  currently providing his services to us without
compensation.

We  conduct  our  business  largely  through  agreements  with  consultants  and
arms-length  third  parties.

Research  and  Development  Expenditures

We  have  not  incurred  any  research  or  development  expenditures  since our
incorporation.  We  incurred  $12,823  in mineral property costs associated with
our  exploration  of  the Wheaton River mineral claims from inception through to
April  30,  2002.

Subsidiaries

We  do  not  have  any  subsidiaries.

Patents  and  Trademarks

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


                                  Page 6 of 22



<PAGE>

RISK  FACTORS

An  investment  in  our common stock involves a high degree of risk.  You should
carefully  consider  the risks described below and the other information in this
Annual Report on Form 10-KSB before investing in our common stock. If any of the
following  risks  occur, our business, operating results and financial condition
could  be  seriously harmed. The trading price of our common stock could decline
due  to  any  of  these  risks, and you may lose all or part of your investment.

If  We  Do  Not  Obtain  Additional  Financing,  Our  Business  Will  Fail

Our  current operating funds are less than necessary to complete the exploration
of  the optioned mineral claims, and therefore we will need to obtain additional
financing  in order to complete our business plan.  We had cash in the amount of
$1,071  as  of  April  30, 2002.  We currently do not have any operations and we
have  no income.  Our business plan calls for significant expenses in connection
with  the exploration of our mineral claims and the development of these mineral
claims if our exploration indicates that our mineral claims possess commercially
exploitable  mineral  reserves.  We  have  obtained  a  geological report on our
mineral  claims  that  recommends  a  three-phase  exploration program.  We have
completed  phase  one of this exploration program but we will require additional
financing  in  order  to  complete  phase two and phase three of the recommended
exploration  program in full.   We will also require additional financing if the
cost  of  the exploration of our mineral claims is greater than anticipated.  We
will  require  additional financing to sustain our business operations if we are
not  successful  in  earning  revenues  once exploration is complete.  We do not
currently  have  any  arrangements  for financing and we may not be able to find
such  financing if required.  Obtaining additional financing would be subject to
a number of factors, the known material factors being market prices for gold and
silver,  investor  acceptance  of  our  mineral  claims, and investor sentiment.
These  factors  may  make  the timing, amount, terms or conditions of additional
financing  unavailable  to  us

If  We  Complete A Financing Through The Sale Of Additional Shares Of Our Common
Stock,  Then  Shareholders  Will  Experience  Dilution

The  most likely source of future financing presently available to us is through
the  sale  of shares of our common stock.  Any sale of share capital will result
in  dilution  to  existing shareholders.  The only other anticipated alternative
for  the  financing  of  further  exploration  would be the offering by us of an
interest in our mineral claims to be earned by another party or parties carrying
out  further  exploration,  which  is  not  presently  contemplated.

If  We  Do  Not Conduct Mineral Exploration On Our Mineral Claims Or Pay Fees In
Lieu  Of  Mineral  Exploration,  Then  Our  Mineral  Claims  Will  Lapse

We  must  complete  mineral exploration work on our Wheaton River mineral claims
and  make  filings  with the Yukon Territory regarding the work completed or pay
filing  fees in lieu of completing work on our claims.  If we do not conduct any
mineral  exploration  on  our  claims  or  make the required payments in lieu of
completing  mineral exploration, then our claims will lapse and we will lose all
interest  that  we have in these mineral claims.  The expiry date of our mineral
claims  is  currently  November  27,  2002.

Because  We  Have  Not  Commenced  Business  Operations,  We Face A High Risk Of
Business  Failure.

We  have  not begun the initial stages of exploration of our mineral claims, and
thus  have no way to evaluate the likelihood that we will be able to operate the
business  successfully.  We  were incorporated on July 27, 2000 and to date have
been  involved  primarily  in  organizational activities, the acquisition of our
mineral  claims and obtaining a geological report on our mineral claims. We have
not  earned  any revenues as of the date of this prospectus. Potential investors
should  be  aware  of  the  difficulties  normally  encountered  by  new mineral
exploration  companies  and  the  high  rate of failure of such enterprises. The
likelihood  of  success  must  be considered in light of the problems, expenses,
difficulties,  complications  and  delays  encountered  in  connection  with the
exploration  of the mineral properties that we plan to undertake. Known material
potential  problems  include  unanticipated problems relating to exploration and
additional  costs  and  expenses  that  may  exceed  current  estimates.


                                  Page 7 of 22



<PAGE>



Because  We  Anticipate  Our  Operating  Expenses  Will  Increase  Prior  To Our
Achieving  Revenues,  We  Expect  Significant  Losses Prior To Any Profitability

Prior  to  completion of our exploration stage, we anticipate that we will incur
increased  operating  expenses  without  realizing  any  revenues.  We therefore
expect  to  incur  significant losses into the foreseeable future.  We recognize
that  if  we are unable to generate significant revenues from the exploration of
our  mineral  claims and the production of minerals thereon, if any, we will not
be  able to earn profits or continue operations.  There is no history upon which
to  base  any assumption as to the likelihood that we will prove successful.  We
may  not  generate any operating revenues or ever achieve profitable operations.
If  we are unsuccessful in addressing these risks, our business will most likely
fail.

Because  Of The Speculative Nature Of Exploration Of Mining Properties, There Is
Substantial Risk That No Commercially Exploitable Minerals Will Be Found And Our
Business  Will  Fail.

The  search  for valuable minerals as a business is extremely risky. Our mineral
claims  may  not  contain  commercially exploitable reserves of gold and silver.
Exploration  for  minerals  is  a  speculative  venture  necessarily  involving
substantial  risk.  The  expenditures to be made by us in the exploration of our
mineral  claims may not result in the discovery of commercial quantities of ore.
Material  risks  are  unusual  or  unexpected  formations  and  other conditions
involved  in  mineral  exploration that often result in unsuccessful exploration
efforts.  In  such  a  case,  we  would be unable to complete our business plan.

Because Of The Inherent Dangers Involved In Mineral Exploration, There Is A Risk
That  We  May  Incur  Liability  Or  Damages  As  We  Conduct  Our  Business.

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

Even  If  We  Discover  Commercial  Reserves  Of  Precious Metals On Our Mineral
claims,  We  May  Not  Be  Able  to  Successfully  Obtain  Commercial Production

Our  mineral  claims  do  not  contain  any  known  mineral  reserves.  If  our
exploration  programs  are  successful  in  establishing  reserves of commercial
tonnage  and  grade,  we  will  require  additional  funds in order to place the
mineral  claims  into commercial production.  We may not be able to obtain these
additional  funds  needed  to  begin  commercial  production.

Because  Access  To Our Mineral Claims is Often Restricted by Inclement Weather,
We  Will  Be  Delayed  in  Our  Exploration  and  Any  Future  Mining  Efforts

Access  to  the Wheaton River mineral claims is restricted to the period between
May  and  October of each year due to snow and storms in the area.  As a result,
any attempts to test, explore or mine the property is largely limited to the few
months  out of the year when weather permits such activities.  These limitations
can  result  in significant delays in exploration efforts, as well as mining and
production  in  the  event  that commercial amounts of minerals are found.  Such
delays  can  have  a  significant  negative effect on our results of operations.

Because  Of  Our  Limited  Resources And The Speculative Nature Of Our Business,
There  Is  A Substantial Doubt As To Our Ability To Continue As A Going Concern.

The  report  of  Davidson  &  Company,  our independent auditors, to our audited
financial  statements  for the period ended April 30, 2002, indicates that there
are  a  number  of  factors  that  raise  substantial doubt about our ability to
continue  as  a going concern.  Those factors affecting the continued operations
of  Normark  Ventures  and  the recoverability of mineral property costs are the
existence  of  economically  recoverable  reserves,  confirmation  of  Normark
Ventures'  interest  in  the  underlying  mineral claims, the ability of Normark
Ventures  to  obtain  necessary  financing  to complete the development and upon
future  profitable production.  If Normark Ventures is not able to continue as a
going  concern,  it  is  likely  investors  will  lose  their  investment.


                                  Page 8 of 22



<PAGE>



If We Do Not Obtain Clear Title To The Mining Properties, Our Business May Fail.

While  we  have  obtained  a  geological  report  with  respect  to  our mineral
properties,  this  should  not  be  construed  as  a  guarantee  of  title.  The
properties  may  be  subject  to  prior  unregistered agreements or transfers or
native  land  claims,  and  title  may  be  affected by undetected defects.  Our
mineral  claims  have not been surveyed and therefore, the precise locations and
areas  of  the  properties  may  be  in  doubt.

If  We  Are  Unable  To  Hire  And  Retain  Key Personnel, We May Not Be Able To
Implement  Our  Business  Plan  And  Our  Business  Will  Fail

Our  success  will  be largely dependent on our ability to hire highly qualified
personnel  with  experience in geological exploration.  These individuals may be
in  high  demand  and  we  may  not  be  able  to attract the staff we need.  In
addition,  we  may  not be able to afford the high salaries and fees demanded by
qualified  personnel,  or  may  lose  such  employees  after  they  are  hired.
Currently,  we  have  not  hired  any  key  personnel.  Our  failure to hire key
personnel  when needed would have a significant negative effect on our business.

Because Our Sole Executive Officer Does Not Have Formal Training Specific To The
Technicalities  Of Mineral Exploration, There Is A Higher Risk Our Business Will
Fail

While  Mr.  G.W.  Norman Wareham, our sole executive officer and a director, has
experience  as  a director of several mineral exploration companies, he does not
have formal training as a geologist or in the technical aspects of management of
a  mineral  exploration  company.  As  a result of this inexperience, there is a
higher  risk  of  our  being  unable  to  complete  our  business  plan  for the
exploration  of  our  mineral  claims.  In addition, we will have to rely on the
technical  services  of others with expertise in geological exploration in order
for  us  to carry our planned exploration program.  If we are unable to contract
for  the  services  of  such  individuals,  it  will make it difficult and maybe
impossible to pursue our business plan.  There is thus a higher risk of business
failure.

Because  Our  Sole Executive Officer Has Other Business Interests, He May Not Be
Able  Or  Willing  To  Devote  A  Sufficient  Amount  Of  Time  To  Our Business
Operations,  Causing  Our  Business  To  Fail

Mr.  Wareham,  our  sole  director  and  executive  officer,  presently  spends
approximately  15%  of his business time on business management services for our
company.  While  Mr.  Wareham presently possesses adequate time to attend to our
interests,  it  is  possible  that  the  demands  on  Mr. Wareham from his other
obligations  could  increase  with the result that he would no longer be able to
devote  sufficient  time  to  the  management of our business.  In addition, Mr.
Wareham  may  not  possess  sufficient  time  for our business if the demands of
managing  our  business  increased  substantially  beyond  current  levels.

Because  We  Will  Be  Subject  To  Compliance  With  Government Regulation, Our
Anticipated  Cost  Of  Our  Exploration  Program  May  Increase

There  are  several governmental regulations that materially restrict the use of
ore.  We will be subject to the Quartz Mining Act of the Yukon Territory and the
Canada  Department  of Indian and Northern Affairs - Land Use Branch as we carry
out  our exploration program.  We may be required to obtain land use permits and
perform  remediation  work  for any physical disturbance to the land in order to
comply  with these regulations.  There is also a risk that new regulations could
increase  our  costs  of  doing  business  and  prevent  us  from  carrying  our
exploration  program.

If  We Receive Positive Results From Our Exploration Program And We Determine To
Pursue  Commercial Production, Then We May Be Subject To An Environmental Review
Process  That  May  Delay  Or  Prohibit  Our Proceeding To Commercial Production

If  the  results  of  our  geological  exploration program indicate commercially
exploitable  reserves  and  we  determine to pursue commercial production of our
mineral  claim,  we  may  be  subject  to  an environmental review process under
Canadian environmental assessment legislation.  Compliance with an environmental
review  process may be costly and may delay commercial production.  Furthermore,
there  is  the  possibility that we would not be able to proceed with commercial
production  upon  completion  of  the environmental review process if government
authorities  did  not  approve  our  mine  or  if  the  costs of compliance with
government  regulation  adversely  affected  the  commercial  viability  of  the
proposed  mine.


                                  Page 9 of 22



<PAGE>



If  A Market For Our Common Stock Does Not Develop, Our Investors Will Be Unable
To  Sell  Their  Shares

There  is  currently  no  market  for  our  common  stock and a market may never
develop.  We currently plan to apply for trading of our common stock on the NASD
over  the  counter  bulletin  board  upon  the effectiveness of the registration
statement  of which this prospectus forms a part.  However, our common stock may
never  be  traded  on the bulletin board or, if traded, that a public market may
not materialize. If our common stock is not traded on the bulletin board or if a
public  market  for our common stock does not develop, then investors may not be
able  to re-sell the shares of our common stock that they have purchased and may
lose  all  of  their  investment.

Because Mr. Wareham Owns 51.2% Of Our Outstanding Common Stock and Serves As Our
President and Sole Director, Investors May Find That Corporate Decisions Made or
Influenced  By  Mr.  Wareham  Are  Inconsistent with the Best Interests of Other
Stockholders.

Mr.  Wareham  is our sole employee, sole company director, our president and the
beneficial  owner  of  a majority of the outstanding shares of our common stock.
Accordingly,  he will have a significant influence in determining the outcome of
all  corporate  transactions or other matters, including mergers, consolidations
and  the  sale  of all or substantially all of our assets, and also the power to
prevent  or  cause  a change in control. The interests of Mr. Wareham may differ
from  the  interests  of  the  other  stockholders.  Since  there  are  no other
officers,  directors,  or  employees,  no  person  is  in a position to identify
conflicts  of  interests  or  make  decisions  in  Mr.  Wareham's place should a
conflict  be  disclosed.  Factors which could cause the interests of Mr. Wareham
to  differ  from  the  interest  of  other  stockholders include the impact of a
corporate  transaction  on  the  business,  time  required  to be devoted by Mr.
Wareham  to  our  business, and the ability of Mr. Wareham to continue to manage
our  business  in light of the anticipated corporate transaction.  Mr. Wareham's
employment by other mineral exploration companies could pit competing demands on
Mr.  Wareham's time and fiduciary interests, leading to a divergence between his
interests  and  the  interests  of other shareholders.  We do not have corporate
procedures  in  place  to  address  these  potential  conflicts  of  interest.

If  A  Market  For  Our  Common Stock Develops, Our Stock Price May Be Volatile

There  is  currently no market for our common stock.  If a market for our common
stock  develops, we anticipate that the market price of our common stock will be
subject  to  wide  fluctuations  in  response  to  the  following known material
factors:

(1)     the  results  of  geological  exploration  program;
(2)     our  ability  or  inability  to  achieve  financing;
(3)     increased  competition;  and
(4)     conditions  and  trends  in  the  mineral  exploration  industry.

Other factors, either unknown at this time or less material, may also affect our
stock  price.  Further,  if  our  common  stock  is  traded on the NASD over the
counter  bulletin  board,  our  stock  price may be impacted by factors that are
unrelated  or  disproportionate  to  our  operating  performance.   These market
fluctuations, as well as general economic, political and market conditions, such
as  recessions,  interest  rates  or  international  currency  fluctuations, may
adversely  affect  the  market  price  of  our  common  stock.

Because  Our Stock Is Penny Stock, Shareholders Will Be Limited In Their Ability
To  Sell  Their  Stock

The  shares  of Normark Ventures constitute penny stock under the Securities and
Exchange  Act.  The  shares  will remain penny stock for the foreseeable future.
The classification of penny stock makes it more difficult for a broker-dealer to
sell  the  stock  into  a  secondary market, which makes it more difficult for a
purchaser  to liquidate his or her investment.  Any broker-dealer engaged by the
purchaser  for the purpose of selling his or her shares in Normark Ventures will
be  subject  to  rules  15g-1 through 15g-10 of the Securities and Exchange Act.
Rather  than  complying  with  those  rules,  some broker-dealers will refuse to
attempt  to  sell  our  stock.


                                  Page 10 of 22



<PAGE>



ITEM  2.     DESCRIPTION  OF  PROPERTY.

We  do  not  own  or  lease  any property other than our interest in our mineral
claims.  See  Item  1  -  Description of Business for more information about our
mineral  claims.

Our  principal business offices are located in the business offices of Mr. G. W.
Norman  Wareham, our sole executive officer and a director.  We currently do not
pay  any  amount  to  Mr.  Wareham  for  our  use  of  these  premises.


ITEM  3.     LEGAL  PROCEEDINGS.

We  are  not  a party to any material legal proceedings and to our knowledge, no
such  proceedings  are  threatened  or  contemplated.


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

No  matters  were submitted to our security holders for a vote during the fourth
quarter  of  our  fiscal  year  ending  April  30,  2002.


                                     PART II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

No  Public  Market  for  Common  Stock

There  is  presently  no  public  market  for  our  common stock.  We anticipate
applying  for  trading of our common stock on the NASD over the counter bulletin
board.  However,  we  can provide no assurance that our shares will be traded on
the  bulletin  board  or,  if  traded,  that  a  public market will materialize.

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


                                  Page 11 of 22

<PAGE>

Holders  of  Our  Common  Stock

As  of  July  31,  2002,  we  had  forty-three  (43)  registered  shareholders.

Rule  144  Shares

All  8,400,000  shares  of our issued and outstanding common stock are currently
available  for  resale  under  Rule  144  of  the  Act.

In general, under Rule 144 as currently in effect, a person who has beneficially
owned  shares  of  a company's common stock for at least one year is entitled to
sell  within  any three month period a number of shares that does not exceed the
greater  of:

1.   1%  of  the number of shares of the company's common stock then outstanding
     which,  in  our  case, equals approximately 84,000 shares as of the date of
     this  prospectus;  or

2.   the  average weekly trading volume of the company's common stock during the
     four  calendar  weeks  preceding  the  filing  of a notice on form 144 with
     respect  to  the  sale.

Sales  under  Rule  144 are also subject to manner of sale provisions and notice
requirements  and  to  the  availability of current public information about the
company.

Under  Rule  144(k),  a person who is not one of the company's affiliates at any
time  during  the  three months preceding a sale, and who has beneficially owned
the  shares  proposed  to  be  sold  for at least two years, is entitled to sell
shares  without  complying  with  the manner of sale, public information, volume
limitation  or  notice  provisions  of  Rule  144.

As of the date of this prospectus, persons who are our affiliates hold 4,300,000
shares  that  may  be  currently  be  sold  pursuant  to  Rule  144.

Registration  Rights

We  have  not  granted registration rights to the selling shareholders or to any
other  persons.

Dividends

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

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

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

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

Recent  Sales  of  Unregistered  Shares

We  did not complete any unregistered sales of shares of our common stock during
the  year  ended  April  30,  2002.


                                  Page 12 of 22

<PAGE>

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

Our  business  plan  is  to  proceed  with  the exploration of the Wheaton River
mineral  claims to determine whether there are commercially exploitable reserves
of  gold  and  silver.  We  have  completed  the  first phase of the exploration
program  recommended  by  the  geological  report  prepared  by  our  consulting
geologist.    We recently received the report of our consulting geologist on the
results  of  this  first  phase  of  exploration  and  we  are in the process of
determining whether to proceed to the second phase of the recommended geological
exploration  program.

We  anticipate  that phase two of the recommended geological exploration program
will  cost approximately $25,000.  As we had $1,071 in cash reserves as of April
30,  2002,  we  will  not  be  able to proceed with phase two of the exploration
program  without  additional  financing.  In  completing our determination as to
whether  to  proceed  to  phase  two,  we  will  review  the  conclusions  and
recommendations  that we receive from Mr. Timmins based on his geological review
of  the  results  of  the  first  phase.  We  will also make an assessment as to
whether  the  results  of  phase  one  are sufficiently positive to enable us to
achieve  the  financing  necessary  for  us  to  proceed  with  phase two of the
exploration  program.  If  we  decide  to  proceed  with the second phase of the
recommended  exploration  program  based  on  the results of the first phase, we
anticipate  that this phase will proceed in the fall of 2002 at the earliest due
to  our  current lack of financing.  It we do not achieve the required financing
for  the second phase by the fall of 2002, then it will not be possible to start
the  second  phase until the summer of 2003 due to the short snow free period of
access  of  the  mineral  claims.

If  we  complete  the  second  phase  of our exploration program, we will assess
whether  to proceed to the third phase of the recommended geological exploration
program  upon  completion of an assessment of the results of the second phase of
the  geological  exploration  program. In completing this determination, we will
make  an  assessment  as  to  whether  the results of phase two are sufficiently
positive to enable us to achieve the financing necessary for use to proceed with
phase  three  of  the  exploration  program.  This  assessment  will  include an
assessment of our cash reserves after the completion of phase two and the market
for  financing  of  mineral  exploration projects at the time of our assessment.

We  anticipate  that  we  will incur the following expenses over the next twelve
months:

1.   $25,000  in  connection  with  the  completion  of  the second phase of our
     recommended  geological  work program, if we determine to proceed with this
     phase;

2.   $25,000 for operating expenses, including professional legal and accounting
     expenses  associated  with  our  becoming  a  reporting  issuer  under  the
     Securities  Exchange  Act  of  1934;

We  anticipate  spending  approximately  $50,000  over the next twelve months in
pursuing  our  stated  plan  of  operations.  Of  the  anticipated  expenses, we
anticipate that expenses of approximately $35,000 will be incurred over the next
six  months, if we are able to proceed with phase two during this period.  Based
on  our cash position of $1,071 as of April 30, 2002, we will require additional
financing  to  enable  us  to  pay  for our operating expenses over the next six
months.  We  also  will require additional financing in order to pursue our plan
of  operations  over the next twelve months.  Mr. Norman Wareham, our president,
has  indicated to us that he may advance funds to us over the next twelve months
in  order  to  enable  us  to  proceed with our plan of operations if we are not
successful  in raising any additional financing.  We anticipate that these funds
would  be  advanced  as  a  shareholder  loan.

We  anticipate that we will we will require additional funding in the event that
we  decide  to  proceed  with  the  second  phase  and  the  third  phase of the
exploration  program.  The  anticipated  cost  of  the  second  phase  of  the
exploration  program is $25,000.  The anticipated cost of the third phase of the
exploration  program  is  $75,000.  Each  of  these  amounts is in excess of our
projected  cash  reserves  remaining  upon  completion  of  phase  one  of  the
exploration  program.  We anticipate that additional funding will be in the form
of  equity  financing  from  the  sale  of our common stock.  However, we cannot
provide  investors  with  any assurance that we will be able to raise sufficient
funding from the sale of our common stock to fund phase three of the exploration
program.  We  believe that debt financing will not be an alternative for funding
phase  three  of  the  exploration  program.  We do not have any arrangements in
place  for  any  future  equity  financing.

If  we  determine  not to proceed with further exploration of our mineral claims
due  to a determination that the results of our initial geological program do no
warrant  further  exploration  or  due  to  an  inability  to  finance


                                  Page 13 of 22

<PAGE>

further  exploration,  we plan to pursue the acquisition of an interest in other
mineral  claims.  We  anticipate  that  any future acquisition would involve the
acquisition of an option to earn an interest in a mineral claim as we anticipate
that we would not have sufficient cash to purchase a mineral claim of sufficient
merit  to  warrant  exploration.

Results  Of  Operations  for  Period  Ending  April  30,  2002

We  did  not  earn  any  revenues  during  the  year  ending April 30, 2002.  In
addition,  we  did not earn any revenues from the date of our inception to April
30,  2002.  We  do  not  anticipate  earning revenues until such time as we have
entered  into commercial production of our mineral properties.  We are presently
in the exploration stage of our business and we can provide no assurance that we
will  discover  commercially  exploitable  levels  of  mineral  resources on our
properties,  or  if  such  resources  are  discovered,  that  we will enter into
commercial  production  of  our  mineral  properties.

We incurred operating expenses in the amount of $64,738 for the year ended April
30,  2002. The largest component of our operating expenses was professional fees
in  the  amount  of  $32,475  that  were  primarily  attributable  our corporate
organization  and  our  filing  a registration statement with the Securities and
Exchange  Commission.  We  also incurred management fees in the amount of $9,630
in connection with the management services provided by Mr. Wareham.  This amount
represents  his  monthly  fee in the amount of $1,000 per month, plus applicable
taxes.  This  amount  was  paid to Wareham Management Ltd.  We incurred property
costs associated with our exploration of the Wheaton River mineral claims in the
amount  of  $6,407 for the year ended April 30, 2002, compared to total property
costs  of  $12,823  from  inception  to  April  30,  2002.

We  incurred a loss of $64,290 for the period ending April 30, 2001, compared to
a loss of $108,090 from inception (July 27, 2000) to April 30, 2002.  Our losses
were  attributable  entirely  to  our  operating expenses, less interest income.

Liquidity  and  Capital  Resources

We  had  cash  of $1,071 as of April 30, 2002, compared to cash of $53,801 as of
April  30,  2001.  We  had  a working capital deficit of $19,890 as of April 30,
2002,  compared  to  working  capital  of  $44,400  as  of  April  30,  2001.

We  have  funded  our  business to date from sales of our common stock and loans
from Mr. Norman Wareham, our president.  We will require additional financing in
order to complete our stated plan of operations for the next twelve months.  Mr.
Norman  Wareham, our president, has indicated to us that he may advance funds to
us over the next twelve months in order to enable us to proceed with our plan of
operations  if  we  are  not successful in raising any additional financing.  We
anticipate  that  these  funds  would  be advanced as a shareholder loan.    Mr.
Wareham  has  also  agreed  to  defer  payment of the management fees payable to
Wareham  Management  pending  our achieving financing from non-affiliate parties
that  would  enable  us  to  pay  these  management  fees.

Mr.  Wareham  advanced  $5,982  to  us as a loan during the year ended April 30,
2002.  In  addition,  we  owe  to Mr. Wareham the amount of $4,420 in respect of
management  fees  payable  to  Wareham Management that were accrued but not paid
during  the  year  ended  April  30,  2002.

Our  accounts  payable  increased  to  $10,559 as of April 30, 2002, compared to
$9,401  as  of  April  30,  2001.

The  decline  in  our  cash  reserves  and  working capital is reflective of the
current  state  of  our  business  development.  We  completed  initial  equity
financings  to  provide  us  with  the  funds  necessary  to  proceed  with  the
preliminary stages of our mineral exploration programs.  These equity financings
consisted  of  sales of our common stock.  Our cash reserves and working capital
have  declined  as  we  have completed our corporate organization, commenced our
exploration  program  and filed a registration statement with the Securities and
Exchange  Commission.  We  anticipate  that our working capital will continue to
decline  as  we complete further work on our exploration programs.  As disclosed
above  under  Plan  of Operations, we will require further financing in order to
enable  us  to  completed  our  planned  exploration program.  We anticipate any
further financings will be realized through further sales of our common stock or
loans  from  Mr. Norman Wareham, our


                                  Page 14 of 22

<PAGE>

sole  executive  officer  and  director.  There  is  no assurance that any loans
received  from  Mr. Wareham would be sufficient to enable us to proceed with the
second  phase  of  exploration.

There  is  no  assurance  that  we  will be able to achieve further sales of our
common  stock  or  any  other form of additional financing.  If we are unable to
achieve  the  financing  necessary to continue our plan of operations, then will
not be able to continue our exploration of the Wheaton mineral claims and we may
be  forced  to  sell  our Wheaton mineral claims.  There is no assurance that we
would be able raise sufficient funds from the sale of the Wheaton mineral claims
that  would  enable  us to acquire an interest in another mineral property or to
pursue  the  acquisition  of  an  interest  in  any  other  business.


ITEM  7.     FINANCIAL  STATEMENTS.

Index  to  Financial  Statements:

1.   Auditors'  Report;

2.   Audited  Financial Statements for the year ended April 30, 2002, including:

     a.   Balance  Sheets  as  at  April  30,  2002  and  2001

     b.   Statement  of  Operations  for  the  year  ended  April 30, 2001, from
          incorporation (July 27, 2000) to April 30, 2001 and from incorporation
          (July  27,  2000)  to  April  30,  2002

     c.   Statement  of  Stockholders' Equity from incorporation (July 27, 2000)
          to  April  30,  2002

     d.   Statement  of  Cash  Flows  for  the  year  ended April 30, 2001, from
          incorporation (July 27, 2000) to April 30, 2001 and from incorporation
          (July  27,  2000)  to  April  30,  2002

     e.   Notes  to  Financial  Statements


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

Not  Applicable.


                                  Page 15 of 22


<PAGE>









                             NORMARK VENTURES CORP.
                         (An Exploration Stage Company)


                              FINANCIAL STATEMENTS
                      (Expressed in United States Dollars)


                                 APRIL 30, 2002








<PAGE>


DAVIDSON & COMPANY        Chartered Accountants       A Partnership of
                                                      ----------------
                                                      Incorporated Professionals
                                                      --------------------------



                          INDEPENDENT AUDITORS' REPORT




To the Stockholders and Board of Directors of
Normark  Ventures  Corp.
(An  Exploration  Stage  Company)


We  have audited the accompanying balance sheets of Normark Ventures Corp. as at
April  30, 2002 and 2001 and the related statements of operations, stockholders'
equity (deficiency) and cash flows for the year ended April 30, 2001, the period
from  incorporation  on  July  27,  2000  to  April 30, 2001 and the period from
incorporation  on  July  27, 2000 to April 30, 2002.  These financial statements
are  the  responsibility of the Company's management.  Our responsibility  is to
express  an  opinion  on  these  financial  statements  based  on  our  audits.

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

In  our  opinion,  these  financial  statements  present fairly, in all material
respects,  the  financial  position of the Company as at April 30, 2002 and 2001
and  the  results  of its operations and its cash flows for the year ended April
30,  2002,  the period from incorporation on July 27, 2000 to April 30, 2001 and
the  period  from incorporation on July 27, 2000 to April 30, 2002 in conformity
with  generally  accepted accounting principles in the United States of America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 2 to the
financial  statements,  the  Company has no established source of revenue.  This
raises  substantial  doubt  about  the  Company's ability to continue as a going
concern.  Management's  plans  in regards to these matters are discussed in Note
2.  The  financial  statements  do not include any adjustments that might result
from  the  outcome  of  this  uncertainty.



                                                            "DAVIDSON & COMPANY"


Vancouver, Canada                                          Chartered Accountants

July 3, 2002

                          A Member of SC INTERNATIONAL
                          ----------------------------
    1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC,
                                 Canada, V7Y 1G6
                  Telephone (604) 687-0947  Fax (604) 687-6172


<PAGE>

NORMARK VENTURES CORP.
(An Exploration Stage Company)
BALANCE SHEETS
(Expressed in United States Dollars)
AS AT APRIL 30


================================================================================
                                                       2002            2001
--------------------------------------------------------------------------------

ASSETS

Current
  Cash                                              $    1,071      $   53,801
                                                    -----------     -----------
Total assets                                        $    1,071      $   53,801
================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIENCY)

Current
  Accounts payable and accrued liabilities          $   10,559      $    9,401
  Due to related parties (Note 5)                       10,402               -
                                                    -----------     -----------

  Total current liabilities                             20,961           9,401
                                                    -----------     -----------

Stockholders' equity (deficiency)
  Common stock (Note 6)
    Authorized
      100,000,000 common shares,
       par value of $0.001
    Issued
        8,400,000 common shares
        (2001 - 8,400,000)                               8,400           8,400
  Additional paid-in capital (Note 6)                   79,800          79,800
  Deficit accumulated during the
   exploration stage                                  (108,090)        (43,800)
                                                    -----------     -----------

  Total stockholders' equity (deficiency)              (19,890)         44,400
                                                    -----------     -----------

Total liabilities and stockholders' equity
 (deficiency)                                       $    1,071      $   53,801
================================================================================



History and organization of the Company (Note 1)





   The accompanying notes are an integral part of these financial statements.

<PAGE>


NORMARK VENTURES CORP.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Expressed in United States Dollars)


==========================================================================
                                    Cumulative
                                       Amounts
                                          From                Period From
                                  Incorporation              Incorporation
                                    on July 27,                on July 27,
                                       2000 to    Year Ended      2000 to
                                      April 30,    April 30,     April 30,
                                          2002         2002         2001
--------------------------------------------------------------------------


EXPENSES
  Consulting fees                    $    8,699   $    4,570   $    4,129
  Management fees                        17,655        9,630        8,025
  Mineral property costs (Note 4)        12,823        6,407        6,416
  Office and general                      3,187        1,173        2,014
  Professional fees                      51,735       32,475       19,260
  Telephone and utilities                 2,924        2,718          206
  Travel and promotion                   12,324        7,765        4,559
                                     -----------  -----------  -----------

Loss before other item                 (109,347)     (64,738)     (44,609)


OTHER ITEM
  Interest income                         1,257          448          809
                                     -----------  -----------  -----------


Loss for the period                  $  108,090   $  (64,290)  $  (43,800)
==========================================================================

Basic and diluted loss per share                  $    (0.01)  $    (0.01)
==========================================================================

Weighted average number of shares
 of common stock outstanding                       8,400,000    4,594,223
==========================================================================





   The accompanying notes are an integral part of these financial statements.

<PAGE>

<TABLE>
<CAPTION>

NORMARK VENTURES CORP.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(Expressed in United States Dollars)


=========================================================================================
                                                                  Deficit
                               Common Stock Issued              Accumulated     Total
                               -------------------  Additional  During the  Stockholders'
                                                      Paid-in   Exploration     Equity
                                 Shares    Amount     Capital      Stage     (Deficiency)
-----------------------------------------------------------------------------------------
<S>                            <C>        <C>       <C>        <C>          <C>


Balance, July 27, 2000                 -  $     -   $      -   $       -    $         -

 Common stock issued for cash
  at $0.001 per share          4,200,000    4,200          -           -          4,200

 Common stock issued for cash
  at $0.02 per share           4,200,000    4,200     79,800           -         84,000

 Loss for the period                   -        -          -     (43,800)       (43,800)
                               ---------  -------   --------   ----------   -------------

Balance, April 30, 2001        8,400,000    8,400     79,800     (43,800)        44,400

 Loss for the period                   -        -          -     (64,290)       (64,290)
                               ---------  -------   --------   ----------   -------------

Balance, April 30, 2002        8,400,000  $ 8,400   $ 79,800   $(108,090)   $   (19,890)
=========================================================================================
</TABLE>




   The accompanying notes are an integral part of these financial statements.


<PAGE>

NORMARK VENTURES CORP.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)


================================================================================
                                            Cumulative
                                               Amounts
                                                  From              Period From
                                           Incorporation           Incorporation
                                            on July 27,              on July 27,
                                               2000 to   Year Ended     2000 to
                                              April 30,    April 30,   April 30,
                                                 2002        2002        2001
--------------------------------------------------------------------------------


CASH FLOWS FROM OPERATING ACTIVITIES
  Loss for the period                         $ (108,090)  $(64,290)  $(43,800)
  Items not affecting cash:
    Accrued management fees to
     related parties                               4,420      4,420          -

  Changes in non-cash working
   capital items:
    Increase in accounts payable
     and accrued liabilities                      10,559      1,158      9,401
                                              -----------  ---------  ---------

  Net cash used in operating activities          (93,111)   (58,712)   (34,399)
                                              -----------  ---------  ---------


CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of capital stock for cash              88,200          -     88,200
  Increase in due to related parties               5,982      5,982          -
                                              -----------  ---------  ---------

  Net cash provided by financing activities       94,182      5,982     88,200
                                              -----------  ---------  ---------


Change in cash during the period                   1,071    (52,730)    53,801


Cash, beginning of period                              -     53,801          -
                                              -----------  ---------  ---------


Cash, end of period                           $    1,071   $  1,071   $ 53,801
===============================================================================

Cash paid during the period for interest      $            $      -   $      -
===============================================================================

Cash paid during the period for income taxes  $            $      -   $      -
===============================================================================




   The accompanying notes are an integral part of these financial statements.

<PAGE>

NORMARK VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
APRIL 30, 2002

================================================================================



1.     HISTORY  AND  ORGANIZATION  OF  THE  COMPANY

The  Company  was  incorporated  on July 27, 2000 under the Laws of the State of
Nevada  and  is  in  the  business  of  exploration  and  development of mineral
properties.  The  Company  is  considered  to  be  an exploration stage company.

2.     GOING  CONCERN

These  financial  statements  have  been  prepared  in conformity with generally
accepted  accounting  principles in the United States of America applicable to a
going  concern which contemplates the realization of assets and the satisfaction
of  liabilities  and  commitments  in the normal course of business. The general
business  strategy  of  the  Company  is  to  acquire  mineral properties either
directly  or  through  the  acquisition  of  operating  entities.  The continued
operations  of  the  Company and the recoverability of mineral property costs is
dependent  upon the existence of economically recoverable reserves, confirmation
of  the  Company's interest in the underlying mineral claims, the ability of the
Company  to  obtain  necessary  financing  to  complete the development and upon
future  profitable  production.  The  Company  has incurred operating losses and
requires  additional  funds to meet its obligations and maintain its operations.
Management's plan in this regard is to raise equity financing as required. These
conditions  raise substantial doubt about the Company's ability to continue as a
going  concern.  These  financial statements do not include any adjustments that
might  result  from  this  uncertainty.


========================================================================
                                                      2002       2001
------------------------------------------------------------------------

Deficit accumulated during the exploration stage   $(108,090)  $(43,800)
Working capital (deficiency)                         (19,890)    44,400
========================================================================


3.     SIGNIFICANT  ACCOUNTING  POLICIES

These  financial  statements  have  been  prepared  in conformity with generally
accepted accounting principles in the United States of America.  The significant
account  policies  adopted  by  the  Company  are  as  follows:

Use  of  estimates

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

Foreign  currency  translation

Transaction amounts denominated in foreign currencies are translated at exchange
rates  prevailing  at  transaction dates. Carrying values of monetary assets and
liabilities are adjusted at each balance sheet date to reflect the exchange rate
at that date. Non-monetary assets and liabilities are translated at the exchange
rate  on  the  original  transaction  date. Gains and losses from restatement of
foreign  currency  monetary and non-monetary assets and liabilities are included
in  the  statements  of  operations. Revenues and expenses are translated at the
rates  of  exchange  prevailing  on  the  dates such items are recognized in the
statements  of  operations.


<PAGE>

NORMARK VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
APRIL 30, 2002

================================================================================



3.     SIGNIFICANT  ACCOUNTING  POLICIES  (cont'd  )


Mineral  properties

Costs  of  acquisition, exploration, carrying, and retaining unproven properties
are  expensed  as  incurred.

Environmental  requirements

The  Company  is  not  aware  of  any  environmental requirements or liabilities
related  to  mineral  claims  acquired (Note 4) and therefore an estimate of any
future  cost  cannot  be  made.

Loss  per  share

Basic  loss  per  share  is  computed  by  dividing  loss attributable to common
shareholders  by  the  weighted  average  number  of  shares  of  common  stock
outstanding  during the period.  Diluted loss per share takes into consideration
shares  of  common  stock  outstanding (computed under basic loss per share) and
potentially  dilutive  shares  of  common  stock.

Income  taxes

A  deferred  tax  asset  or  liability is recorded for all temporary differences
between  financial  and  tax  reporting  and  net  operating loss carryforwards.
Deferred tax expenses (benefits) result from the net change during the period of
deferred  tax  assets  and  liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion or all of the deferred
tax  assets  will  not  be  realized.  Deferred  tax  assets and liabilities are
adjusted  for  the  effects  of  changes  in  tax  laws and rates on the date of
enactment.

New  accounting  pronouncements

In  June  2001,  the  Financial Accounting Standards Board ("FASB") approved the
issuance  of  Statements  of  Financial  Accounting Standards No. 141, "Business
Combinations"  ("SFAS 141") and Statements of Financial Accounting Standards No.
142,  "Goodwill  and  Other  Intangible Assets" ("SFAS 142").  SFAS 141 requires
that  all  business  combinations  be accounted for using the purchase method of
accounting  making  the  use of the pooling-of-interest method prohibited.  This
statement  also  establishes  criteria  for  separate  recognition of intangible
assets  acquired  in a purchase business combination.  SFAS 141 is effective for
business  combinations  completed  after  June 30, 2001.  SFAS 142 requires that
goodwill  no  longer  be  amortized  to  earnings,  but  instead be reviewed for
impairment.  The  statement  is  effective  for  fiscal  years  beginning  after
December 15, 2001, and is required to be applied at the beginning of an entity's
fiscal  year  and  to  be  applied  to  all goodwill and other intangible assets
recognized  in  its  financial  statements  at that date.  Impairment losses for
goodwill  and  indefinite-lived  intangible assets that arise due to the initial
application  of  this  statement (resulting from a transitional impairment test)
are to be reported as resulting from a change in accounting principle.  Under an
exception  to  the  date at which this statement becomes effective, goodwill and
intangible  assets  acquired after June 30, 2001, will be subject immediately to
the  non-amortization  and  amortization  provisions  of  this  statement.

<PAGE>

NORMARK VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
APRIL 30, 2002

================================================================================



3.     SIGNIFICANT  ACCOUNTING  POLICIES  (cont'd  )


New  accounting  pronouncements  (cont'd  )

In  July  2001, FASB issued Statements of Financial Accounting Standards No. 143
"Accounting for Asset Retirement Obligations" ("SFAS 143") that records the fair
value  of  the liability for closure and removal costs associated with the legal
obligations  upon  retirement  or removal of any tangible long-lived assets. The
initial  recognition  of  the liability will be capitalized as part of the asset
cost  and depreciated over its estimated useful life. SFAS 143 is required to be
adopted  effective  January  1,  2003.

In  October  2001,  FASB issued Statements of Financial Accounting Standards No.
144,  "Accounting  for  the  Impairment on Disposal of Long-lived Assets" ("SFAS
144"),  which  supersedes  Statement  of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to
be  Disposed  of".  SFAS  144  requires  that  long-lived  assets that are to be
disposed  of  by  sale be measured at the lower of book value or fair value less
cost  to  sell.  Additionally,  SFAS  144  expands  the  scope  of  discontinued
operations  to  include all components of an entity with operations that (1) can
be distinguished from the rest of the entity and (2) will be eliminated from the
ongoing  operations  of  the  entity  in  a  disposal  transaction.  SFAS 144 is
effective  for  financial  statements  issued  for  fiscal years beginning after
December  15,  2001,  and,  generally,  its  provisions  are  to  be  applied
prospectively.

The  adoption  of  these  new  pronouncements is not expected to have a material
effect  on  the  Company's  financial  position  or  results  of  operations.


4.     MINERAL  PROPERTY  COSTS

Pursuant  to  an  agreement  dated  April  30, 2001, the Company acquired a 100%
interest  in  certain mining claims located in the Whitehorse Mining District of
the  Yukon  Territory in Canada for $6,416 (CDN$10,000 - paid). As the claims do
not  contain  any known reserves, the acquisition costs were expensed during the
period ended April 30, 2001. The property is subject to a 2% Net Smelter Returns
royalty  ("NSR")  payable  to  the  vendor. If, after commencement of commercial
production,  the  NSR  payable  to  the vendor in any calendar year is less than
$12,832  (CDN$20,000),  then  the Company will be obligated to pay to the vendor
the  difference  between  the  $12,832 and the actual NSR paid for the year. The
royalty  will  terminate  once  the  vendor receives a total of CDN$1,000,000 in
royalty  payments.

If  the  Company abandons the property, the Company is obligated to maintain the
claims  in  good  standing  for  a  minimum  period of one year from the date of
abandonment.

The  mineral property claims originally expired on November 27, 2001. During the
year  ended  April 30, 2002, the mineral property claims were renewed for a term
of  one  year  and  expire  on  November  27,  2002.


5.     DUE  TO  RELATED  PARTIES

Amounts  due  to  a  director  and  to a company controlled by a director of the
Company  are  non-interest  bearing,  unsecured  and  have  no  fixed  terms  of
repayment.


<PAGE>

NORMARK VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
APRIL 30, 2002

================================================================================



6.     COMMON  STOCK

On  August  15,  2000,  the  Company issued 4,200,000 shares of common stock for
total  proceeds  of  $4,200.

On March 15, 2001, the Company issued 4,200,000 shares of common stock for total
proceeds  of  $84,000.


Common  shares

The  common  shares  of  the  Company  are all of the same class, are voting and
entitle  stockholders  to  receive  dividends.  Upon  liquidation  or  wind-up,
stockholders  are  entitled  to  participate  equally  with  respect  to  any
distribution  of  net  assets  or  any  dividends  which  may  be  declared.


Additional  paid-in  capital

The  excess of proceeds received for shares of common stock over their par value
of  $0.001,  less  share issue costs, is credited to additional paid-in capital.



7.     RELATED  PARTY  TRANSACTIONS

During  the  year  ended  April 30, 2002, the Company paid or accrued management
fees  of  $9,630  (2001 - $8,025) to a company controlled by the director of the
Company.

These  transactions were in the normal course of operations and were measured at
the exchange value which represented the amount of consideration established and
agreed  to  by  the  related  parties.



8.     INCOME  TAXES

A  reconciliation  of income taxes at statutory rates with the reported taxes is
as  follows:


==============================================================
                                            2002       2001
--------------------------------------------------------------

Loss for the period                       $(64,290)  $(43,800)
==============================================================

Expected income tax recovery              $ 21,859   $ 15,050
Non-deductible expenses                       (835)      (919)
Unrecognized benefit of operating losses   (21,024)   (14,131)
                                          ---------  ---------

Total income taxes                        $      -   $      -
==============================================================


<PAGE>

NORMARK VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
APRIL 30, 2002

================================================================================



8.     INCOME  TAXES  (cont'd  )

The  significant  components  of the Company's future income taxes assets are as
follows:


===================================================
                                 2002       2001
---------------------------------------------------

Future income tax assets:
 Operating loss carryforwards    36,720     15,050
                               ---------  ---------

                                 36,720     15,050
Valuation allowance             (36,720)   (15,050)
                               ---------  ---------

Net future income tax asset    $      -   $      -
===================================================



The  Company has available for deduction against future taxable income operating
losses  of  approximately  $108,000  (2001  -  $44,000).  These  losses,  if not
utilized, will expire commencing in 2020. Future tax benefits which may arise as
a  result  of these operating losses have not been recognized in these financial
statements.


9.     FINANCIAL  INSTRUMENTS

The  Company's  financial  instruments  consist  of  cash,  accounts payable and
accrued liabilities and amounts due to related parties.  Unless otherwise noted,
it  is  management's  opinion  that  the  Company  is not exposed to significant
interest,  currency  or  credit  risks arising from these financial instruments.
The fair value of these financial instruments approximate their carrying values,
unless  otherwise  noted.


10.     SEGMENTED  INFORMATION

The  Company  operates  in  one  business,  being  the  exploration  of  mineral
properties,  in  Canada.



<PAGE>

                                    PART III

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


DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS

Our  executive  officers  and directors and their respective ages as of July 31,
2002  are  as  follows:

DIRECTORS:

Name of Officer          Age
---------------          ---
G.W. NORMAN WAREHAM      49

OFFICERS:

Name of Officer          Age     Office Held
---------------          ---     -----------
G.W. NORMAN WAREHAM      49      President, Secretary, Treasurer


Set forth below is a brief description of the background and business experience
of  Mr.  Wareham,  our  sole  director  and  officer,  for  the past five years.

Mr.  G.W.  Norman  Wareham  is our president, secretary and treasurer and is our
sole  director.  Mr. Wareham has been our president, secretary and treasurer and
our  sole  director  since  July  31,  2000.  Mr.  Wareham has been president of
Wareham  Management  Ltd.,  a  private  consulting company owned by Mr. Wareham,
since  May  1996.  Mr. Wareham has provided management and accounting consulting
services to a number of public companies in the United States and Canada through
Wareham  Management  Ltd.  From  July  1995  to January 1996, Mr. Wareham was an
accountant  with  the  certified  general  accounting  firm of Wanzel, Sigmund &
Overes.  From  April  1993 to February 1995, Mr. Wareham served as president and
chief  executive  officer of Transatlantic Financial Corp., a private investment
banking  company.  From  August  1986  to  March  1993,  Mr.  Wareham  provided
accounting  and  management  consulting  services  through  Wareham  &  Company.

Mr.  Wareham  has  served as a director of the following public companies during
the  past  five  years:

1.   Mr.  Wareham  has  been  a director of Widepoint Corporation (formerly ZMAX
     Corporation)  since  September  1996.  Widepoint  Corporation  is  a public
     company  engaged in the business of information technology consulting whose
     shares  are  traded  on  the  NASD  over  the  counter  bulletin  board.

2.   Mr.  Wareham  was  a  director  and the secretary/treasurer of ASP Ventures
     Corp. from April 1999 to March 2001. ASP Ventures Corp. is a public company
     whose  shares  are  traded on the NASD over the counter bulletin board. ASP
     Ventures  Corp. was not engaged in any active business during the period of
     Mr. Wareham's involvement with ASP Ventures Corp. ASP Ventures is currently
     inactive  to  Mr.  Wareham's  knowledge.

3.   Mr.  Wareham  was  a director and the president, secretary and treasurer of
     Bullet  Environmental  Technologies,  Inc.  from  March 1999 to March 2001.
     Bullet  Environmental  Technologies,  Inc. is a public company whose shares
     are  traded  on  the  NASD  over  the  counter  bulletin  board.  Bullet
     Environmental  evaluated  the acquisition of two brokerage firms during the
     period  of  Mr. Wareham's involvement. Neither contemplated acquisition was
     proceeded  with  by  Bullet  Environmental  after  the  completion  of  due
     diligence  investigations  on  the  prospective acquisition targets. Bullet
     Environmental  has  recently  publicly disclosed its intention to acquire a
     wireless  digital  compression  technology.  This  acquisition has not been
     completed  to  Mr.  Wareham's  knowledge.


                                  Page 16 of 22

<PAGE>

4.   Mr.  Wareham  was  a  director of Cybernet Internet Services International,
     Inc.  from  May  1997  to  December  2001.  Cybernet  Internet  Services
     International, Inc. is a public company whose shares are traded on the NASD
     over  the  counter  bulletin  board.  Cyber  Internet  Services operates an
     Internet  service  provider  business  based  in  Munich,  Germany.

5.   Mr.  Wareham  was  a director and the president, secretary and treasurer of
     Quantum  Power  Corporation from December 1998 to March 2001. Quantum Power
     Corporation  is  a public company whose shares are traded on the pink sheet
     market.  Quantum  Power evaluated the acquisitions of two businesses during
     the  period  of  Mr.  Wareham's  involvement;  one  of which businesses was
     engaged  in  the  production  of  music programs for radio stations and the
     other  was  engaged in the development of super-capacitor power technology.
     Neither  prospective  acquisition  was  completed by Quantum Power. Quantum
     Power  is  currently  inactive  to  Mr.  Wareham's  knowledge.

6.   Mr.  Wareham  was  a  director  and  the  secretary and treasurer of ImuMed
     International, Inc. from November 1998 to March 2001. ImuMed International,
     Inc.  is  a  public  company engaged in the business of pharmaceutical drug
     production  whose  shares were traded on the NASD over the counter bulletin
     board.  ImuMed  International  is  currently  inactive  to  Mr.  Wareham's
     knowledge.

7.   Mr.  Wareham  has  been  a  director and the secretary, treasurer and chief
     financial  officer  of San Antonios Resources Inc. since February 1998. San
     Antonios  Resources  Inc.  is  a  public company engaged in the business of
     mineral  exploration  whose  shares are traded on the NASD over the counter
     bulletin  board.  San  Antonios  Resources  was  engaged  in  the  mineral
     exploration  for  gold  in  the  Carlin  trend  region  of  Nevada.

8.   Mr.  Wareham  has  been  a  director of Solar Energy Limited since February
     1997.  Solar  Energy Limited is a public company engaged in the business of
     renewable  energy  whose  shares  are  traded  on the NASD over the counter
     bulletin  board.

9.   Mr.  Wareham  was  a director of Aquaplan, Inc. from May 1997 to July 1999.
     Aquaplan,  Inc.  is  a  public  company that was engaged in the business of
     developing technology for the aquaculture industry during the period of Mr.
     Wareham's  involvement  and  whose  shares  are traded on the NASD over the
     counter  bulletin  board.  The aquaculture industry involves the commercial
     raising  of  fish and other seafood products in contained pens. Aquaplan is
     currently  inactive  to  Mr.  Wareham's  knowledge.

10.  Mr. Wareham was a director and the chief financial officer and secretary of
     Marine  Shuttle  Operations  Inc. from during 1998 and 1999. Marine Shuttle
     Operations  Inc.  is  a  public  company  engaged  in the development of an
     offshore  shuttle for oil rigs whose shares are traded on the NASD over the
     counter  bulletin  board.

11.  Mr. Wareham was a director and the secretary and treasurer of Novamed, Inc.
     from  1998 to March 1999. Novamed Inc. is a public company whose shares are
     traded  on the NASD over the counter bulletin board. Novamed was engaged in
     attempting to develop an alternate form of breast implant technology during
     the  period  of  Mr.  Wareham's  involvement.

12.  Mr.  Wareham  was  a  director  of Pyrocap International, Inc. from 1998 to
     February  1999.  Pyrocap International, Inc. is a public company engaged in
     the  business  of  fire retardants whose shares are traded on the NASD over
     the  counter  bulletin  board.

13.  Mr. Wareham was a director of Bio-Preserve International, Inc. from 1998 to
     February  1999.  Bio-Preserve  International, Inc. is a public company that
     was  engaged  in  acquiring  medical equipment technology whose shares were
     traded  on  the  NASD over the counter bulletin board and are now traded on
     the  pink  sheets.

14.  Mr. Wareham was a director of Anthian Resource Corp. from June 1998 to June
     2000. Anthian Resource Corp. is a public company engaged in the business of
     mineral  exploration  whose  shares  are  traded  on  the  Canadian Venture
     Exchange. Anthian Resource Corp. was engaged in the mineral exploration for
     gold  and  copper  during  the  term  of Mr. Wareham's involvement. Anthian
     Resource  Corp.  was  designated an inactive issuer by the Canadian Venture
     Exchange  in  October  2001.


                                  Page 17 of 22

<PAGE>


15.  Mr.  Wareham  was a director of Orko Gold Corp. from February 1997 to April
     2000.  Orko  Gold  Corp.  is  a  public  company engaged in the business of
     mineral  exploration  whose  shares  are  traded  on  the  Canadian Venture
     Exchange.  Orko  Gold was engaged in the mineral exploration of prospective
     gold  properties  in  South  America  during  the  term  of  Mr.  Wareham's
     involvement.  Public  filings  made  by  Orko Gold indicate this company is
     currently  in the process of changing from a mineral exploration company to
     an  investment  company.

16.  Mr.  Wareham  was a director and secretary of Pine Resources Inc. (formerly
     Intercap  Resource Management Ltd.) from May 1996 to October 1998. Intercap
     Resource Management Ltd. is a public company engaged in the business of oil
     and  gas  exploration  whose  shares  are  traded  on  the Canadian Venture
     Exchange.  Pine  Resources  owned  an  interest  in  producing  oil and gas
     properties  in  Yemen  during  the  term  of  Mr.  Wareham's  involvement.

17.  Mr.  Wareham  was a director of Triune Resources Ltd. from February 1997 to
     May 1997. Triune Resources Ltd. is a public company engaged in the business
     of  mineral  exploration  whose  shares  are traded on the Canadian Venture
     Exchange.  Triune Resources was engaged in planning its mineral exploration
     activities  during  the term of Mr. Wareham's involvement. Triune Resources
     is  currently  inactive  to  Mr.  Wareham's  knowledge.

18.  Mr. Wareham was a director of Quest International Resources Corp. (formerly
     Consolidated  Ramrod  Gold  Corp.)  from  November  1995 to May 1997. Quest
     International  Resources  Corp. is a public company engaged in the business
     of  mineral  exploration  whose  shares  are traded on the Canadian Venture
     Exchange.  Quest  International  Resources  was  engaged in the business of
     exploration  for  gold in Nevada and Idaho. Mr. Wareham is not aware of the
     current  business  of  Quest  International  Resources.


COMPLIANCE  WITH  SECTION  16(a)  OF  THE  SECURITIES  EXCHANGE  ACT

Section  16(a) of the Exchange Act requires the Company's executive officers and
directors,  and  persons  who  beneficially  own  more  than  ten percent of the
Company's  equity  securities,  to  file  reports  of  ownership  and changes in
ownership  with  the Securities and Exchange Commission. Officers, directors and
greater  than ten percent shareholders are required by SEC regulation to furnish
the  Company  with  copies  of  all  Section 16(a) forms they file. Based on its
review  of  the  copies  of such forms received by it, the Company believes that
during  the  fiscal  year  ended  April  30,  2002  all such filing requirements
applicable  to  its  officers  and  directors  were  complied  with.


ITEM  10.     EXECUTIVE  COMPENSATION.

Summary  Compensation  Table

The  table  below  summarizes all compensation awarded to, earned by, or paid to
our executive officers for all services rendered in all capacities to us for the
fiscal  year  ended  April  30,  2002.
--------------------------------------------------------------------------------

                   Annual Compensation      Long  Term  Compensation
                   -------------------      ------------------------
                                     Other                               All
                                     Annual Restricted           LTIP    Other
                                     Compen-  Stock    Options/* pay-    Compen-
Name    Title      Year Salary Bonus sation  Awarded   SARs(#)   outs($) sation
----    -----      ---- ------ ----- ------ ---------- --------- ------- -------
G.W.    President, 2002 $9,000   0      0       0          0        0       0
Norman  Secretary, 2001 $7,500   0      0       0          0        0       0
Wareham Treasurer
        & Director

(1)  Comprised  of amounts paid to Wareham Management Limited, a private company
     owned  by  Mr.  Wareham.


                                  Page 18 of 22

<PAGE>

Stock  Option  Grants

We  did  not  grant  any stock options to the executive officers during our most
recent  fiscal  year  ended  April 30, 2002.  We have also not granted any stock
options  to  the  executive  officers  since April 30, 2002.  We do not have any
stock  options  outstanding.

Management  Agreement

The  services  of  Mr.  Wareham  were  previously  provided  to us pursuant to a
management  agreement  with Wareham Management Ltd., a company controlled by Mr.
Wareham.  We  previously paid Wareham Management Ltd. a management fee of $1,000
per  month in consideration for Wareham Management Ltd. providing management and
administration services for us.  This management agreement was terminated in the
fiscal year ended April 30, 2002 and Mr. Wareham currently provides his services
to  us  without  compensation.


ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The  following  table  sets  forth  certain information concerning the number of
shares  of  our common stock owned beneficially as of July 31, 2002 by: (i) each
person  (including  any group) known to us to own more than five percent (5%) of
any  class  of  our  voting  securities,  (ii)  each of our directors, and (iii)
officers  and directors as a group. Unless otherwise indicated, the shareholders
listed  possess  sole  voting  and  investment  power with respect to the shares
shown.

--------------------------------------------------------------------------------
                Name and address             Number of Shares    Percentage of
Title of class  of beneficial owner          of Common Stock     Common Stock(1)
--------------------------------------------------------------------------------

Common Stock    G.W. Norman Wareham          4,300,000 shares(2)       51.2%
                Director, President,
                Secretary & Treasurer
                3575 Emerald Drive
                North Vancouver, British Columbia
                Canada  V7R 3B6

Common Stock    Directors and Officers       4,300,000  shares(2)      51.2%
                As a Group (1 Person)
--------------------------------------------------------------------------------

(1)  Based  on  a  total  of  8,400,000  shares  of  our common stock issued and
     outstanding  as  of  July  31,  2002.

(2)  Includes  4,200,000 shares in the name of Norman Wareham and 100,000 shares
     in  the  name of Norman Wareham and Catherine Wareham, the spouse of Norman
     Wareham,  as  joint  owners.

--------------------------------------------------------------------------------

It is believed by us that all persons have full voting and investment power with
respect  to the shares indicated. Under the rules of the Securities and Exchange
Commission,  a person (or group of persons) is deemed to be a "beneficial owner"
of  a  security if he or she, directly or indirectly, has or shares the power to
vote  or to direct the voting of such security, or the power to dispose of or to
direct  the disposition of such security.  Accordingly, more than one person may
be deemed to be a beneficial owner of the same security. A person is also deemed
to  be  a  beneficial  owner of any security, which that person has the right to
acquire  within  60  days,  such  as  options or warrants to purchase our common
stock.


                                  Page 19 of 22

<PAGE>

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

Except  as described below, none of the following parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with  us  or  in  any presently proposed transaction that has or will materially
affect  us:

-    Any  of  our  directors  or  officers;
-    Any  person  proposed  as  a  nominee  for  election  as  a  director;
-    Any  person  who beneficially owns, directly or indirectly, shares carrying
     more  than  10%  of the voting rights attached to our outstanding shares of
     common  stock;
-    Any  of  our  promoters;
-    Any  relative  or  spouse  of any of the foregoing persons who has the same
     house  as  such  person.

Mr.  G.W.  Norman  Wareham,  our  sole  officer  and director, has been our sole
promoter  since our inception.  Mr. Wareham has acquired 4,200,000 shares of our
common  stock  at  a  price  of  $0.001  US per share.  Mr. Wareham paid a total
purchase  price  of $4,200 for these shares.  Mr. Wareham purchased these shares
on  August  15,  2000.  Other than the purchase of his stock Mr. Wareham has not
entered  into any agreement with us in which he is to receive from us or provide
to  us  any  thing  of  value.

Mr.  Wareham  and  Ms.  Catherine  Wareham, the spouse of Mr. Wareham, purchased
100,000  shares  of  our common stock at a price of $0.02 per share on March 15,
2001.  Mr.  Wareham  and  Ms.  Wareham paid a total purchase price of $2,000 for
these  shares.

We  previously entered into a management agreement with Wareham Management Ltd.,
a  private  company  controlled  by  Mr.  Wareham,  dated September 15, 2000. We
previously  paid  Wareham Management Ltd. a management fee of $1000 per month in
consideration  for  providing  the management and administration services of Mr.
Wareham.  This agreement was terminated in the fiscal year ended April 30, 2002.

Mr.  Norman  Wareham advanced $5,982 to us during the year ended April 30, 2002.
This  loan  is  non-interest  bearing,  unsecured  and  has  no  fixed  terms of
repayment.


                                  Page 20 of 22

<PAGE>

ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K.

(a)     Exhibits  and  Index  of  Exhibits

EXHIBIT
NUMBER         DESCRIPTION
--------       --------------------
  3.1          Articles of Incorporation*
  3.2          By-Laws, as amended*
  4.1          Share Certificate*
  5.1          Opinion of Cane & Company, LLC, with consent to use*
 10.1          Management  Agreement  with Wareham Management Ltd. dated
               September 15, 2000*
 10.2          Mining  Property Purchase Agreement with Glen MacDonald dated
               April 30, 2001*
 23.1          Consent  of  Davidson  &  Company,  Chartered  Accountants*
 23.2          Consent  of  W.G.  Timmins,  P.Eng.*

*    Previously  filed  with  the  SEC  on  our Form SB-2 registration statement
     originally  filed  on  November  21, 2001, as amended through May 16, 2002.


(b)     Reports  on  Form  8-K.

No  reports  on  Form  8-K were filed during the last quarter of our fiscal year
ended  April  30,  2002.

No  reports  on  Form  8-K  have  been  filed  since  April  30,  2002.



                                  Page 21 of 22

<PAGE>

                                   SIGNATURES

In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

NORMARK  VENTURES  CORP.


By:  /s/ G.W. Norman Wareham
     ___________________________________
     G.W. Norman Wareham
     Chief Executive Officer
     Chief Financial Officer
     President, Secretary and Treasurer
     Director
     Date:  August 12, 2002

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


By:  /s/ G.W. Norman Wareham
     ___________________________________
     G.W. Norman Wareham
     Chief Executive Officer (Principal Executive Officer)
     Chief Financial Officer (Principal Financial Officer and Principal
     Accounting Officer)
     President, Secretary and Treasurer
     Director
     Date:  August 12, 2002



      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 I, G.W. Norman Wareham, as chief executive officer and chief financial officer,
certify,  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of  the  Sarbanes-Oxley  Act  of  2002, that the Annual Report on Form 10-KSB of
Normark Ventures Corp. for the year ended April 30, 2002 fully complies with the
requirements  of  Section  13(a) or 15(d) of the Securities Exchange Act of 1934
and  that  the  information contained in the Annual Report on Form 10-KSB fairly
presents  in  all  material  respects  the  financial  condition  and results of
operations  of  Normark  Ventures  Corp.


By:    /s/ G.W. Norman Wareham
       ___________________________________

Name:  G.W. Norman Wareham

Title: Chief Executive Officer
       Chief Financial Officer

Date:  August 12, 2002