---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB

(Mark One)

[ X ]Annual Report Under Section 13 Or 15(d) Of The
Securities Exchange Act Of 1934

For the fiscal year ended April 30, 2004

[ ] Transition Report Under Section 13 Or 15(d) Of The
Securities Exchange Act Of 1934

For the transition period from _____ to _____

COMMISSION FILE NUMBER:000-49859

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

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

|2162 Acadia Road                         |           
|---------------------------------------- | ----------
|Vancouver, British Columbia, Canada      | V6T 1R5   
|(Address of principal executive offices) | (Zip Code)

(519) 371-9302Issuer's telephone number

Securities registered under Section 12(b) of the Exchange Act:
NONE.

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 Par Value PerShare.

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
[] No [ X ]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

Indicate by check mark whether the registrant is a shell company
  (as defined in Rule 12b-2 of the Exchange Act).Yes [ X ]No [ ]

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

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. (See definition of
affiliate in Rule 12b-2of the Exchange Act.): $197,500 as at April
30, 2004, based on a price of $0.05 per share, the price at which the issuer
last sold shares of its common stock.

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date. 11,500,000
Shares of Common Stock as of June 11, 2007.

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

---

|NORMARK VENTURES CORP.           
|---------------------------------
|ANNUAL REPORT ON FORM 10-KSB     
|FOR THE YEAR ENDED APRIL 30, 2004
|                                 
|INDEX                            

|               |                                                                                                                                                    | PAGE  
|-------------- | -------------------------------------------------------------------------------------------------------------------------------------------------- | ------
|               |                                                                                                                                                    |       
|PART I         |                                                                                                                                                    |       
|               |                                                                                                                                                    | **3** 
|ITEM
      1.  | Description
      of Business.                                                                                                                     | 4     
|ITEM
      2.  | Description
      of Property.                                                                                                                     | 6     
|ITEM
      3.  | Legal
      Proceedings.                                                                                                                           | 9     
|ITEM
      4.  | Submission
      of Matters to a Vote of Security Holders.                                                                                         | 9     
|               |                                                                                                                                                    |       
|PART
      II  |                                                                                                                                                    | **10**
|               |                                                                                                                                                    |       
|ITEM
      5.  | Market for Common Equity and Related Stockholder Matters
      and Small Business Issuer Purchases of Equity Securities.                           | 10    
|ITEM
      6.  | Managements
      Discussion and Analysis or Plan of Operation.                                                                                   | 11    
|ITEM
      7.  | Financial
      Statements.                                                                                                                        | 14    
|ITEM
      8.  | Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.                                                  | 19    
|ITEM
      8A. | Controls
      and Procedures.                                                                                                                     | 19    
|ITEM
      8B. | Other
      Information.                                                                                                                           | 19    
|               |                                                                                                                                                    |       
|PART
      III |                                                                                                                                                    | **20**
|               |                                                                                                                                                    |       
|ITEM
      9.  | Directors, Executive Officers, Promoters, Control Persons
      and Corporate Governance; Compliance with Section 16(a) of the Exchange
      Act. | 20    
|ITEM
      10. | Executive
      Compensation.                                                                                                                      | 22    
|ITEM
      11. | Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.                                        | 23    
|ITEM
      12. | Certain
      Relationships and Related Transactions, and Director Independence.                                                                   | 24    
|ITEM
      13. | Exhibits.                                                                                                                                          | 24    
|ITEM
      14. | Principal
      and Accountant Fees and Services.                                                                                                  | 25    
|               |                                                                                                                                                    |       
|SIGNATURES     |                                                                                                                                                    | **26**

---

PART I

Certain statements contained in this Annual Report on Form
10-KSB constitute forward-looking statements. These statements, identified by
words such as plan, anticipate, believe, estimate, should, expect,
and similar expressions include our expectations and objectives regarding our
future financial position, operating results and business strategy. These
statements reflect the current views of management with respect to future events
and are subject to risks, uncertainties and other factors that may cause our
actual results, performance or achievements, or industry results, to be
materially different from those described in the forward-looking statements.
Such risks and uncertainties include those set forth under the caption
Managements Discussion and Analysis or Plan of Operation and elsewhere in
this Annual Report. We advise you to carefully review the reports and documents
we file from time to time with the Securities and Exchange Commission (the
SEC), including our Quarterly Reports on Form 10-QSB and our Current Reports
on Form 8-K.

As used in this Annual Report, the terms "we", "us", "our", and
Normark mean Normark Ventures Corp., unless otherwise indicated. All dollar
amounts in this Annual Report are expressed in U.S. dollars unless otherwise
indicated.

Foreign Currency and Exchange Rates

For purposes of consistency and to express United States
Dollars throughout this prospectus, Canadian Dollars have been converted into
United States currency at the rate of US$1.00 being approximately equal to
CDN$1.12 which is the approximate average exchange rate during recent months.

Glossary of Technical Terms

The following defined technical terms are used in our Annual
Report:

fault
    A break in the Earths crust caused by tectonic forces
      which have moved the rock on one side with respect to the other; faults
      may extend many kilometres, or be only a few centimetres in length;
      similarly, the movement or displacement along the fault may vary widely.fracture
    A break in the rock, the opening of which affords the
      opportunity for entry of mineral- bearing solutions. A cross fracture is
      a minor break extending at more-or-less right angles to the direction of
      the principal fractures.igneous
    A type of rock which has been formed by the consolidation
      of magma, a molten substance from the earths core.intrusive
    A body of igneous rock formed by the consolidation of
      magma intruded into other rocks, in contrast to lavas, which are extruded
      upon the surface.mineralization
    The concentration of metals and their chemical compounds
      within a body of rock.ore
    A mixture of minerals and gangue from which at least one
      metal can be extracted at a profit.quartz
    A mineral whose composition is silicon dioxide. A
      crystalline form of silica.reserve
    For the purposes of this annual report: that part of a
      mineral deposit which could be economically and legally extracted or
      produced at the time of the reserve determination. Reserves consist of:
      (1) Proven (Measured) Reserves.Reserves for which: (a)
      quantity is computed from dimensions revealed in outcrops, trenches,
      workings or drill holes; grade and/or quality are computed from the
      results of detailed sampling; and (b) the sites for inspection, sampling
      and measurement are spaced so closely and the geologic character is so
      well defined that size, shape, depth and mineral content of reserves are
      well- established. (2) Probable (Indicated) Reserves.Reserves for which quantity and grade and/or


3

---

quality are computed from information similar to that
      used for proven (measured) reserves, but the sites for inspection,
      sampling and measurement are farther apart or are otherwise less
      adequately spaced. The degree of assurance, although lower than that for
      proven (measured) reserves, is high enough to assume continuity between
      points of observation.structural
    Pertaining to geologic structure.vein
    An occurrence of ore with an irregular development in
      length, width and depth usually from an intrusion of igneous rock.


|ITEM 1. | DESCRIPTION OF BUSINESS.
|------- | ------------------------

GENERAL

We were incorporated on July 27, 2000, under the laws of the
State of Nevada. 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, located in the Whitehorse Mining
District of the Yukon Territory, Canada. We presently plan to complete our
preliminary exploration work to search for mineral reserves on these claims. Our
current cash reserves are only sufficient to enable us to operate on a
short-term basis. We continue to require additional financing if we are to
continue as a going concern and to finance our business operations.

We have not earned any revenues to date. We do not anticipate
earning revenues until such time as we enter into commercial production of our
Wheaton River Claims. 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 Claims. 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 of commercial production of mineral reserves from the claims.

WHEATON RIVER CLAIMS

We purchased four mineral claims located in the Whitehorse
Mining District of the Yukon Territory, Canada pursuant to our purchase
agreement with Mr. Glen MacDonald dated April 30, 2001. The purchase price of
the Wheaton River Claims consisted of: (i) a cash payment of $6,416
(CDN$10,000); and (ii) a 2% net smelter returns royalty (the Royalty) payable
to Mr. MacDonald in the event that we enter into commercial mineral production
on the Wheaton River Claims. See Description of Property  Wheaton River
Claims below.

Competitive Conditions

We are an exploration stage company. We compete with other
mineral resource exploration and development companies for financing and for the
acquisition of new mineral resource properties. Many of the mineral resource
exploration and development companies with whom we compete have greater
financial and technical resources than us. Accordingly, these competitors may be
able to spend greater amounts on acquisitions of mineral properties of merit, on
exploration of their mineral properties and on development of their mineral
properties. In addition, they may be able to afford greater geological expertise
in the targeting and exploration of mineral properties. This competition could
result in competitors having mineral properties of greater quality and interest
to prospective investors who may finance additional exploration and development.
This competition could adversely impact on our ability to finance further
exploration and to achieve the financing necessary for us to develop our mineral
properties.

Compliance with Government Conditions

We are required to conduct all mineral exploration activities
in accordance with the Yukon Quartz Mining Act. 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 third phase of our exploration program. There is a

4

---

nominal fee to obtain a land use permit and the time to obtain
a land use permit is approximately six weeks. At our expense our consultant
geologist will prepare the required submissions to obtain a land use permit, if
required. 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 two 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 our sole director as of the
date of this Annual Report on Form 10-KSB. 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.

Patents and Trademarks

We do not own any patents or trademarks.

Subsidiaries

We do not have any subsidiaries.

5

---

|ITEM 2. | DESCRIPTION OF PROPERTY.
|------- | ------------------------

We do not own any real property or any rights to acquire any
real property. Our principal business offices are located at 2162 Acadia Road,
Vancouver, British Columbia, Canada, in the business offices of Mr. Wareham, our
sole executive officer and a director. We currently do not pay rent to Mr.
Wareham for our use of these premises.

Acquisition of Wheaton River Claims

We purchased four mineral claims which we refer to as the
Wheaton River Claims located in the Whitehorse Mining District of the Yukon
Territory, Canada pursuant to our purchase agreement with Mr. Glen MacDonald
dated April 30, 2001. The purchase price of the Wheaton River Claims consisted
of: (i) a cash payment of $8,800 (CDN$10,000); and (ii) a 2% net smelter returns
royalty (the Royalty) payable to Mr. MacDonald in the event that we enter into
commercial mineral production on the Wheaton River Claims. The Royalty consists
of 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 royalty
payable to Mr. MacDonald in any calendar year is less than $17,600 (CDN$20,000),
then we will be obligated to pay to Mr. MacDonald the difference between $17,600
(CDN$20,000) and the actual amount of Royalty paid to Mr. MacDonald for the
year. The Royalty will terminate once we pay to Mr. MacDonald an aggregate total
of $880,000 (CDN$1,000,000) in Royalty payments.

We determined to proceed with the purchase of the Wheaton River
Claims based on our review of previous mineral exploration work that had been
completed on the property. The Wheaton River 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 Number
|-------------------- | ------------ | ------------
|                     |              |             
|AVA 1                | YC18994      | 105D03      
|AVA 2                | YC18995      | 105D03      
|AVA 3                | YC18996      | 105D03      
|AVA 4                | YC18997      | 105D03      

The Wheaton River Claims were staked in November 2000 by Mr.
MacDonald to cover the area of potential gold mineralization. Our mineral claims
will expire on November 27, 2007. We intend to extend our claims on this
expiration date. We are the beneficial owner of title to the Wheaton River
Claims subject to our agreement to pay the Royalty.

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 $88 (CDN$100) per claim is required during each year. If we do
not complete this minimum amount of exploration work, we may pay a fee of $88
(CDN$100) per claim each year and meet 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, 2007, we must file confirmation
of the completion of exploration work in the minimum amount of $352 (CDN$400) or
make a payment in lieu or exploration work in the amount of $352 (CDN$400) by
November 27, 2007. 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, 2007, and we will lose all
interest that we have in these mineral claims.

Location of the Wheaton River Claims

The Wheaton River Claims are located approximately five
kilometers south of the city of Whitehorse in the Yukon Territories, Canada, see
Figure 1 below. Access to the Wheaton River Claims is by the Alaska and Klondike
highways and by gravel roads requiring a vehicle with four-wheel drive
capability.

6

---

The Wheaton River 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.



Exploration History of the Wheaton River Claims

Exploration of the region in which the mineral claims are
located began in 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.

7

---

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
began when previous owners 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.

Geology of the Wheaton River Claims

Our initial geological report of W.G. Timmins, P.Eng. in 2001
concluded that gold and silver mineralization occurs on our Wheaton River Claims
in at least two distinct styles of mineralization occuring 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.

Current State of Exploration

Our mineral claims presently do not have any proven mineral
reserves. The property that is the subject of our mineral claims is undeveloped
and does not contain any open-pit or underground mines. Our exploration program
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.

Phase I

We accepted the recommendations of our initial geological
report of W.G. Timmins, P.Eng. in 2001 and proceeded with the first phase of the
recommended geological exploration program in fiscal 2002. The work involved in
completing this initial phase of exploration included a detailed geological
survey and a visit to the site of the mineral claims by two geotechnicians in
the fall of 2002. A review of the available geological and geophysical data was
conducted by Laurence Stephenson, P. Eng with Mr. Timmins, our consulting
engineer. The geologists concluded that the data had revealed zones of interest,
similar to properties in the region that were being explored and developed, and
recommended proceeding with the planning of a drilling program.

The total cost for Phase I of our exploration program was
$13,650. Following the completion of Phase I, our geologist recommended that we
complete a second phase consisting of geological prospecting, geological outcrop
mapping, and detailed soil sampling in areas of interest.

Phase II

Phase II was completed in April, 2003, at a cost of $11,355.
Prospecting and geological mapping during Phase II was significant in finding
new areas and possible extensions of known mineralization. Samples were taken
during the field operations from the intrusive granodiorite south and west of
the main showings. The samples were taken from zones that were related to
untested geophysical anomalies. Due to the nature of the field program,
extensive investigation was not able to be conducted at that time but the
sampling was as representative of the potential of these anomalies as possible.
Mr. Timmins reviewed the results of the Phase II exploration program and
prepared an updated geological report based on the results thereof in December,
2003. Based on his review of the Phase II results, Mr. Timmins recommended
continued exploration of our mineral claims. Mr. Timmins proposed a budget for
Phase III of the exploration program consisting of $17,543 for bulldozer
trenching and $4,386 for engineering and sampling, with drilling costs
contingent upon the results of trenching and sampling.

8

---

Phase III

During the 2004 summer exploration season, we completed Phase
III of our recommended work program, which involved bulldozer trenching of
geophysical anomalies defined in the vicinity of known mineralization and to
sample bedrock exposures. We received a geological report on Phase III of the
work program in February, 2005. Pursuant to Phase III of our work program, we
contracted a bulldozer to repair the main access road to the claims and excavate
trenches to bedrock at locations selected by our consulting engineers. Rock
units exposed by the trenching were sampled where quartz veining was located.
Sampling results confirmed that the geophysical anomalies are caused by
structurally controlled silicified zones containing gold mineralization. The
Phase III report recommended further prospecting, geological mapping and further
sampling be conducted on the Wheaton River Claims prior to drill testing of vein
systems.

Phase IV

We determined to proceed with further prospecting, geological
mapping and sampling pursuant to Phase IV of the exploration program based on
the results of Phase III of our work program. We completed Phase IV of our
exploration program in October, 2005, at a cost of $21,929. Samples were taken
from quartz veins on the Wheaton River Claims. Sampling results indicated that
gold and silver are present in the quartz veins and that platinum group elements
are not present in the quartz veins. Mr. Timmins reviewed the results of the
Phase IV exploration program and prepared an updated geological report based on
the results thereof in May, 2006. Based on a review of the Phase IV results, Mr.
Timmins recommended continued exploration of the claims with a proposed budget
of $4,386 for further preparatory exploration surveying.

Phase V

In the summer exploration season of 2006, we completed the Phase
  V recommendations by Mr. Timmins. We completed Phase V of our exploration program
  in the summer 2006, at a cost of approximately $5,000. Sampling was done on
  the bedrock exposures of the basic to ultra-basic rocks with significant sulphide
  content to determine if platinum group elements could be present on the Wheaton
  River Claims. The sampling results concluded that significant platinum group
  element content is unlikely to occur at the Wheaton River Claim. Mr. Glen MacDonald,
  P. Geo, prepared a summary report on the 2006 exploration program in February
  2007. Mr. MacDonald previously sold the Wheaton River Claims to Normark in April,
  2001, see Acquisition of Wheaton River Claims, above. Pursuant to
  his report, Mr. MacDonald recommended a further exploration program consisting
  of prospecting, geological mapping and sampling be conducted on the Wheaton
  River Claims before the vein systems are drill tested with a budget of $21,929.

Phase VI

We have determined to proceed with the Phase V exploration
program recommended by Mr. MacDonald. We intend to commence the Phase VI program
during the summer exploration season of 2007. We have completed Phases I, II,
III, IV and V of our exploration program on the Wheaton River Claims at a total
cost of $73,863. Based on the results of our exploration program, we determined
to proceed with Phase VI subject to obtaining additional financing.

|ITEM 3. | LEGAL PROCEEDINGS.
|------- | ------------------

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

|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 ended April 30, 2004.

9

---

PART II

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

General

Our authorized capital stock consists of 100,000,000 shares of
common stock, with a par value of $0.001 per share. As of June 11, 2007, there
were 11,500,000 shares of our common stock issued and outstanding that are held
of record by 61 registered stockholders.

Market Information

Currently, there is no established public trading market for
our securities. We are considering applying for trading of our common stock on
the OTC Bulletin Board. However, we can provide no assurance that our shares
will be traded on the OTC Bulletin Board or, if traded, that a public market
will materialize.

The SEC 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, to deliver a standardized risk disclosure
document prepared by the SEC, 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 of 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 the
      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 in such form as the
      SEC shall require by rule or regulation.                                                                                                                                   

The broker-dealer also must, prior to effecting any transaction
in a penny stock, provide the customer with:

| | (a) | 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 that is not otherwise exempt from those rules, the
broker-dealer must:

| | (a) | make a special written determination that the penny stock
      is a suitable investment for the purchaser; and                                      
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                      
| | (b) | receive from the purchaser his or her written
      acknowledgement of receipt of the determination and a written agreement to
      the transaction.

These disclosure requirements may have the effect of reducing
the trading activity in the secondary market for our common stock and therefore
stockholders may have difficulty selling those securities.

10

---

Dividends

We have not declared any dividends on our common stock since
our inception. There are no dividend restrictions that limit our ability to pay
dividends on our common stock in our Articles of Incorporation or Bylaws. Our
governing statute, Chapter 78  Private Corporations of the Nevada Revised
Statutes (the NRS), does provide limitations on our ability to declare
dividends. Section 78.288 of Chapter 78 of the NRS prohibits us from declaring
dividends where, after giving effect to the distribution of the dividend:

|(a) | we would not be able to pay our debts as they become due
      in the usual course of business; or                                                                                                                                                                                                                                                                                                                                                                     
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b) | our total assets would be less than the sum of our total
      liabilities plus the amount that would be needed, if we were to be
      dissolved at the time of distribution, to satisfy the preferential rights
      upon dissolution of stockholders who may have preferential rights and
      whose preferential rights are superior to those receiving the distribution
      (except as otherwise specifically allowed by our Articles of
      Incorporation).

Recent Sales Of Unregistered Securities

We did not complete any unregistered sales of shares of our
common stock during the fiscal year ended April 30, 2004. Since April 30, 2004,
we have completed the following unregistered sales of our common stock:

|1. | We completed an offering of 1,400,000 shares of our
      common stock at a price of $0.05 (CDN$0.065) per share to a total of three
      purchasers known to our directors and officers on April 21, 2005. The
      total amount we received from this offering was $79,824. We completed the
      offering pursuant to Regulation S of the Securities Act. Each purchaser
      represented to us that they were not a US person as defined in
      Regulation S. We did not engage in a distribution of this offering in the
      United States. Each purchaser represented his intention to acquire the
      securities for investment only and not with a view toward distribution.
      Appropriate legends were affixed to the stock certificate issued to each
      purchaser in accordance with Regulation S.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2. | We completed an offering of 1,700,000 shares of our
      common stock at a price of $0.05 per share to a total of four purchasers
      known to our directors and officers on June 15, 2004. The total amount we
      received from this offering was $85,000. We completed the offering
      pursuant to Regulation S of the Securities Act. Each purchaser represented
      to us that they were not a US person as defined in Regulation S. We did
      not engage in a distribution of this offering in the United States. Each
      purchaser represented his intention to acquire the securities for
      investment only and not with a view toward distribution. Appropriate
      legends were affixed to the stock certificate issued to each purchaser in
      accordance with Regulation S.              

|ITEM 6. | MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN
      OF OPERATION.
|------- | ----------------------------------------------------------------

PLAN OF OPERATION

Our plan of operation is to proceed with the exploration of the
Wheaton River Claims to determine whether there are commercially exploitable
reserves of gold and silver. Our Wheaton River Claims presently do not have any
proven mineral reserves. The property that is the subject of our mineral claims
is undeveloped and does not contain any open-pit or underground mines.

Our planned exploration program is exploratory in nature and
there is no assurance that mineral reserves will be proven. We have completed
Phases I, II, III, IV and V of our exploration program on the Wheaton River
Claims at a total cost of $73,863. Based on the results of our exploration
program, we determined to proceed with Phase VI subject to obtaining additional
financing.

Cash Requirements for Next Twelve Months

We anticipate that we will incur over the next twelve months
$30,000 for operating expenses, including professional legal and accounting
expenses associated with our reporting obligations under the Exchange

11

---

Act and the estimated costs of Phase VI of our anticipated work
program. Based on our cash position of approximately $500as of April 30,
2007, we will require additional financing to enable us to pay for our operating
expenses over the next twelve months. We anticipate that additional funding will
be in the form of equity financing from the sale of our common stock. 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 not warrant further exploration or due to an inability to finance
further exploration, we plan to pursue the acquisition of interests 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 OPERATION

|Summary of Year End Results |                     |  |           |  |                       | 
|--------------------------- | ------------------- |  | --------- |  | --------------------- | 
|                            | Year Ended April 30 | 
|                            |                     |  |           |  |                       | 
|                            | 2004                |  | 2003      |  | Percentage            | 
|                            |                     |  |           |  | Increase / (Decrease) | 
|Revenue                     | $-                  |  | $-        |  | n/a                   | 
|Expenses                    | (30,369)            |  | (37,789)  |  | (19.6)%               | 
|Net Loss                    | $(30,369)           |  | $(37,787) |  | (19.6)%               | 

Revenues

We have not earned any revenues since our inception and we do
not anticipate earning revenues until such time as we have entered into
commercial production of our mineral properties. We are currently in the
exploration stage of our business and we can provide no assurances that we will
discover commercially exploitable mineral deposits on our properties, or if such
resources are discovered, that we will be able to enter into commercial
production of our mineral claims.

Operating Expenses

We incurred administrative expenses in the amount of $177,505
for the period from July 27, 2000 (inception) to April 30, 2004. Administrative
expenses for the fiscal year ended April 30, 2004, included the following
expenses:

|                        | Year Ended April 30 | 
|----------------------- | ------------------- | 
|                        | 2004                | 
|                        |                     | 
|Bank Charges            | $102                | 
|Mineral Property Costs  | 4,550               | 
|Office and General      | 1,572               | 
|Professional Fees       | 24,145              | 
|Telephone and Utilities | --                  | 
|Travel and Promotion    | --                  | 
|Total Expenses          | $30,369             | 

We anticipate that our operating expenses will increase
significantly as we proceed with further exploration of our Wheaton River
Claims.

12

---

LIQUIDITY AND FINANCIAL CONDITION

|Working Capital                   |                   |  |                   |  |                      
|--------------------------------- | ----------------- |  | ----------------- |  | ---------------------
|                                  |                   |  |                   |  | Percentage           
|                                  | At April 30, 2004 |  | At April 30, 2003 |  | Increase / (Decrease)
|Current Assets                    | $15               |  | $93               |  | (83.9 )%             
|Current Liabilities               | (88,061)          |  | (57,770)          |  | 52.4%                
|Working Capital Surplus (Deficit) | $(88,046)         |  | $(57,677)         |  | 52.7%                

|Cash Flows                                    |                     |  |           | 
|--------------------------------------------- | ------------------- |  | --------- | 
|                                              | Year Ended April 30 | 
|                                              | 2004                |  | 2003      | 
|Net Cash used in Operating Activities         | $(6,381)            |  | $(24,406) | 
|Net Cash provided by Investing Activities     | --                  |  | --        | 
|Net Cash provided by Financing Activities     | 6,303               |  | 23,428    | 
|Net Increase (Decrease) in Cash During Period | $(78)               |  | $(978)    | 

The decline in our cash reserves and working capital is
reflective of the current state of our business development. We completed the
following equity financings to provide us with the funds necessary to proceed
with the preliminary stages of our mineral exploration programs:

|1. | On April 21, 2005, we completed an offering of 1,400,000
      shares of our common stock at a price of $0.05 per share to a total of
      three purchasers pursuant to Regulation S of the Securities Act. The total
      amount we received from this offering was $79,824.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                
|2. | On June 15, 2004 we completed an offering of 1,700,000
      shares of our common stock at a price of $0.05 per share to a total of
      four purchasers pursuant to Regulation S of the Securities Act. The total
      amount we received from this offering was $85,000.   

These equity financings consisted of sales of our common stock.
Since our inception we have funded our business from sales of our common stock
and loans from Mr. G.W. Norman Wareham, our president, treasurer and sole
director.

Future Financing Requirements

We require additional financing if we are to continue as a
going concern and to finance our business operations. We anticipate that any
additional financing would be through the sales of our common stock or other
equity-based securities. We are presently in the process of negotiating private
placements of securities to raise working capital to finance our operations.
However, we do not have any arrangements in place for the sale of any of our
securities and there is no assurance that we will be able to raise the
additional capital that we require to continue operations. In the event that we
are unable to raise additional financing on acceptable terms, we intend to
reduce our exploration expenditures and may implement additional actions to
reduce general and administrative expenditures. We anticipate that our working
capital will continue to decline as we complete further work on our exploration
programs. As disclosed above under the heading Plan of Operation, we will
require further financing to meet our operating expenses for the next twelve
months.

13

---

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with
United States generally accepted accounting principles requires our management
to make estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Our management routinely makes judgments and estimates about the effects of
matters that are inherently uncertain.

We have identified certain accounting policies, described
below, that are the most important to the portrayal of our current financial
condition and results of operations.

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. Revenues and
expenses are translated at the rates of exchange prevailing on the dates such
items are recognized in the statements of operations.

Mineral Properties

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

Loss Per Share

Basic net loss per share is computed by dividing the net loss
attributable to common stockholders by the weighted average number of shares of
common stock outstanding in the year. Diluted net loss per share takes into
consideration shares of common stock outstanding (computed under basic loss per
share) and potentially dilutive shares of common stock. In periods where losses
are reported, the weighted average number of common shares outstanding excludes
common stock equivalents, because their inclusion would be anti-dilutive.

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.

RISKS AND UNCERTAINTIES

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

Our current operating funds are inadequate to complete the
exploration of the Wheaton River Claims. 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. As a result,
we require additional financing to complete our

14

---

exploration program. Also, we will require additional financing
to sustain our business operations if we are not successful in earning revenues
once exploration is complete. 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
Claims and make filings with the mining recording office of the Yukon Territory
regarding the work completed or pay filing fees in lieu of completing work on
our claims. The expiry date of our mineral claims is currently November 27,
2007. We intend to make the required filings with the applicable mining
recording office of the Yukon Territory. 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.

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 the Wheaton River Claimsand 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.

Investors should be aware of the difficulties normally
encountered by new mineral exploration companies and the high rate of failure of
such enterprises. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates. The expenditures to be made by us in
the exploration of the mineral claim may not result in the discovery of mineral
deposits. Problems such as unusual or unexpected formations and other conditions
are involved in mineral exploration and often result in unsuccessful exploration
efforts. If no funding is available, we may be forced to abandon our operations.

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.

15

---

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

Our Wheaton River Claimsdo 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.

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 Executive Officers Do Not Have Formal Training
Specific To The Technicalities Of Mineral Exploration, There Is A Higher Risk
Our Business Will Fail.

Our executive officers do not have formal training specific to
the technicalities of mineral exploration. While Mr. Wareham, our president,
treasurer and sole 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 President 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 president, treasurer and sole director,
presently spends approximately 25% of his business time on business management
services for Normark. 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 claims, 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

16

---

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.

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 plan to apply for trading of our common stock on the
over-the-counter bulletin board (the OTC Bulletin Board) over the next twelve
months. However, our common stock may never be traded on the OTC Bulletin Board
or, if traded, a public market may not materialize. If our common stock is not
traded on the OTC 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.

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
OTC 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.

Our common stock is considered to be a penny stock since it
does not qualify for one of the exemptions from the definition of penny stock
under Section 3a51-1 of the Securities Exchange Act for 1934 (the Exchange
Act). Our common stock is a penny stock because it meets one or more of the
following conditions (i) the stock trades at a price less than $5.00 per share;
(ii) it is not traded on a recognized national exchange; (iii) it is not
quoted on the Nasdaq Stock Market, or even if so, has a price less than $5.00
per share; or (iv) is issued by a company that has been in business less than
three years with net tangible assets less than $5 million.

The principal result or effect of being designated a penny
stock is that securities broker-dealers participating in sales of our common
stock will be subject to the penny stock regulations set forth in Rules 15-2
through 15g-9 promulgated under the Exchange Act. For example, Rule 15g-2
requires broker-dealers dealing in penny stocks to provide potential investors
with a document disclosing the risks of penny stocks and to obtain a manually
signed and dated written receipt of the document at least two business days
before effecting any transaction in a penny stock for the investor's account.
Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the
account of any investor for transactions in such stocks before selling any penny
stock to that investor. This procedure requires the broker-dealer to (i) obtain
from the investor information concerning his or her financial situation,
investment experience and investment objectives; (ii) reasonably determine,
based on that information, that transactions in penny stocks are suitable for
the investor and that the investor has sufficient knowledge and experience as to
be reasonably capable of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written statement setting forth the basis on which
the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it
accurately reflects the investor's financial situation, investment experience
and investment objectives. Compliance with these requirements may make it more
difficult and time consuming for holders of our common stock to resell their
shares to third parties or to otherwise dispose of them in the market or
otherwise.

17

---

|ITEM 7. | FINANCIAL STATEMENTS.
|------- | ---------------------

|Index to Consolidated Financial Statements:                         | Page                                                                                                                                                                                  
|------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                    |                                                                                                                                                                                       
|Audited financial statements as of April 30, 2004,
      including: |                                                                                                                                                                                       
|                                                                    |                                                                                                                                                                                       
|1.                                                                  | Report of Independent Registered Public
      Accounting Firm;                                                                                                                        
|                                                                    |                                                                                                                                                                                       
|2.                                                                  | Balance
        Sheets as of April 30, 2004 and 2003;                                                                                                                                 
|                                                                    |                                                                                                                                                                                       
|3.                                                                  | Statements
        of Operations for the year ended April 30, 2004, the year ended April
        30, 2003, and the period from inception (July 27, 2000) to April 30, 2004;           
|                                                                    |                                                                                                                                                                                       
|4.                                                                  | Statement
        of Stockholders Equity (Deficiency in Assets) for the period from
        inception (July 27, 2000) through April 30, 2004;                                        
|                                                                    |                                                                                                                                                                                       
|5.                                                                  | Statements
        of Cash Flows for the year ended April 30, 2004, the year ended April
        30, 2003 and the period from inception (July 27, 2000) to April 30, 2004;
        and
|                                                                    |                                                                                                                                                                                       
|6.                                                                  | Notes
        to Financial Statements.                                                                                                                                                

18

---

|NORMARK VENTURES CORP.              
|------------------------------------
|(An Exploration Stage Company)      
|                                    
|                                    
|FINANCIAL STATEMENTS                
|(Expressed in United States Dollars)
|                                    
|                                    
|APRIL 30, 2004 and 2003             

F-1

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

|To the Stockholders and Board of Directors
|------------------------------------------
|Normark Ventures Corp.                    
|(An Exploration Stage Company)            
|Vancouver, British Columbia, Canada       

We have audited the accompanying balance sheets of Normark Ventures
  Corp. (an Exploration Stage Company) (the Company) as of April 30, 2004 and
  2003, and the related statements of operations, cash flows and stockholders'
  equity (deficiency in assets) for the years then ended, and cumulative since
  inception (July 27, 2000) to April 30, 2004. These financial statements are
  the responsibility of the Company's management. Our responsibility is to express
  an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards require
  that we plan and perform the audit to obtain reasonable assurance about whether
  the financial statements are free of material misstatement. The Company is not
  required to have, nor were we engaged to perform, an audit of its internal control
  over financial reporting. Our audits included consideration of internal control
  over financial reporting as a basis for designing audit procedures that are
  appropriate in the circumstances, but not for the purpose of expressing an opinion
  on the effectiveness of the Companys internal control over financial reporting.
  Accordingly, we express no such opinion. 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, the financial statements referred to above present
  fairly, in all material respects, the financial position of the Company as of
  April 30, 2004 and 2003, and the results of its operations and its cash flows
  for the years then ended and since inception (July 27, 2000) to April 30, 2004,
  in conformity with U.S. generally accepted accounting principles.

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 is in the exploration stage and has suffered
  recurring losses from operations and recurring deficiencies in working capital
  that raise substantial doubt about its ability to continue as a going concern.
  Management's plans in regard to these matters are also described in Note 2 to
  the financial statements. The financial statements do not include any adjustments
  that might result from the outcome of this uncertainty.

/s/ Dohan and Company, CPA's

Miami, Florida 
  November 29, 2005



F-2

---

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

|                                                                              |   |          |   |   |          |  
|----------------------------------------------------------------------------- | - | -------- | - | - | -------- | -
|                                                                              |   | 2004     |   |   | 2003     |  
|                                                                              |   |          |   |   |          |  
|                                                                              |   |          |   |   |          |  
|                                                                              |   |          |   |   |          |  
|ASSETS                                                                        |   |          |   |   |          |  
|                                                                              |   |          |   |   |          |  
|                                                                              |   |          |   |   |          |  
|Current                                                                       |   |          |   |   |          |  
|Cash                                                                          | $ | 15       |   | $ | 93       |  
|Deferred tax asset less valuation allowance
      of $59,625 (2003 - $49,300) |   | -        |   |   | -        |  
|                                                                              |   |          |   |   |          |  
|Total assets                                                                  | $ | 15       |   | $ | 93       |  
|                                                                              |   |          |   |   |          |  
|                                                                              |   |          |   |   |          |  
|                                                                              |   |          |   |   |          |  
|LIABILITIES AND DEFICIENCY IN ASSETS                                          |   |          |   |   |          |  
|                                                                              |   |          |   |   |          |  
|                                                                              |   |          |   |   |          |  
|Current                                                                       |   |          |   |   |          |  
|Accounts payable and accrued liabilities                                      |   | 47,928   |   | $ | 23,940   |  
|Due to related parties
      (Note 5)                                         |   | 40,133   |   |   | 33,830   |  
|                                                                              |   |          |   |   |          |  
|Total current liabilities                                                     |   | 88,061   |   |   | 57,770   |  
|                                                                              |   |          |   |   |          |  
|Contingencies(Notes 2 and 4)                                                  |   |          |   |   |          |  
|                                                                              |   |          |   |   |          |  
|Deficiency in assets                                                          |   |          |   |   |          |  
|Common stock (Note 6)                                                         |   |          |   |   |          |  
|Authorized                                                                    |   |          |   |   |          |  
|100,000,000
      common shares, par value of $0.001                          |   |          |   |   |          |  
|Issued                                                                        |   |          |   |   |          |  
|8,400,000 common shares (2003 - 8,400,000)                                    |   | 8,400    |   |   | 8,400    |  
|Additional paid-in capital
      (Note 6)                                     |   | 79,800   |   |   | 79,800   |  
|Deficit accumulated during the exploration
      stage                        |   | (176,246 | ) |   | (145,877 | )
|                                                                              |   |          |   |   |          |  
|Total deficiency in assets                                                    |   | (88,046  | ) |   | (57,677  | )
|                                                                              |   |          |   |   |          |  
|Total liabilities
      and deficiency in assets                              | $ | 15       |   | $ | 93       |  

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

F-3

---

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

|                                                                      |   |            |   |   |            |   |   |            |  
|--------------------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | -
|                                                                      |   | Cumulative |   |   |            |   |   |            |  
|                                                                      |   | Amounts    |   |   |            |   |   |            |  
|                                                                      |   | From       |   |   |            |   |   |            |  
|                                                                      |   | Inception  |   |   |            |   |   |            |  
|                                                                      |   | (July 27,  |   |   |            |   |   |            |  
|                                                                      |   | 2000) to   |   |   | Year Ended |   |   | Year Ended |  
|                                                                      |   | April 30,  |   |   | April 30,  |   |   | April 30,  |  
|                                                                      |   | 2004       |   |   | 2004       |   |   | 2003       |  
|                                                                      |   |            |   |   |            |   |   |            |  
|                                                                      |   |            |   |   |            |   |   |            |  
|                                                                      |   |            |   |   |            |   |   |            |  
|EXPENSES                                                              |   |            |   |   |            |   |   |            |  
|Bank charges                                                          | $ | 982        |   | $ | 102        |   | $ | 227        |  
|Consulting fees                                                       |   | 8,699      |   |   | -          |   |   | -          |  
|Management fees                                                       |   | 17,655     |   |   | -          |   |   | -          |  
|Mineral property costs
      (Note 4)                                 |   | 33,721     |   |   | 4,550      |   |   | 16,348     |  
|Office and general                                                    |   | 4,699      |   |   | 1,572      |   |   | 593        |  
|Professional fees                                                     |   | 95,316     |   |   | 24,145     |   |   | 19,436     |  
|Telephone and utilities                                               |   | 3,849      |   |   | -          |   |   | 925        |  
|Travel and promotion                                                  |   | 12,584     |   |   | -          |   |   | 260        |  
|                                                                      |   |            |   |   |            |   |   |            |  
|                                                                      |   |            |   |   |            |   |   |            |  
|Loss before other item                                                |   | (177,505   | ) |   | (30,369    | ) |   | (37,789    | )
|                                                                      |   |            |   |   |            |   |   |            |  
|                                                                      |   |            |   |   |            |   |   |            |  
|OTHER ITEM                                                            |   |            |   |   |            |   |   |            |  
|Interest income                                                       |   | 1,259      |   |   | -          |   |   | 2          |  
|                                                                      |   |            |   |   |            |   |   |            |  
|                                                                      |   |            |   |   |            |   |   |            |  
|Loss before income taxes                                              |   | (176,246   | ) |   | (30,369    | ) |   | (37,787    | )
|                                                                      |   |            |   |   |            |   |   |            |  
|                                                                      |   |            |   |   |            |   |   |            |  
|Provision for income taxes                                            |   | -          |   |   | -          |   |   | -          |  
|                                                                      |   |            |   |   |            |   |   |            |  
|                                                                      |   |            |   |   |            |   |   |            |  
|Net loss for the period                                               | $ | (176,246   | ) | $ | (30,369    | ) | $ | (37,787    | )
|                                                                      |   |            |   |   |            |   |   |            |  
|                                                                      |   |            |   |   |            |   |   |            |  
|Basic and diluted
      net loss per common share                     |   |            |   | $ | (0.00      | ) | $ | (0.00      | )
|                                                                      |   |            |   |   |            |   |   |            |  
|                                                                      |   |            |   |   |            |   |   |            |  
|Weighted average number of shares of common
      stock outstanding  |   |            |   |   |            |   |   |            |  
|basic
      and diluted                                               |   |            |   |   | 8,400,000  |   |   | 8,400,000  |  

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

F-4

---

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

|                              |  |                     |  |   |            |  |   |            |  |   |             |   |   |               |  
|----------------------------- |  | ------------------- |  | - | ---------- |  | - | ---------- |  | - | ----------- | - | - | ------------- | -
|                              |  |                     |  |   |            |  |   |            |  |   | Deficit     |   |   | Total         |  
|                              |  |                     |  |   |            |  |   |            |  |   | Accumulated |   |   | Stockholders' |  
|                              |  | Common Stock Issued |  |   | Additional |  |   | During the |  |   | Equity      |  
|                              |  |                     |  |   |            |  |   | Paid-in    |  |   | Exploration |   |   | (Deficiency   |  
|                              |  | Shares              |  |   | Amount     |  |   | Capital    |  |   | Stage       |   |   | in Assets)    |  
|                              |  |                     |  |   |            |  |   |            |  |   |             |   |   |               |  
|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 year             |  | -                   |  |   | -          |  |   | -          |  |   | (64,290     | ) |   | (64,290       | )
|Balance, April 30, 2002       |  | 8,400,000           |  |   | 8,400      |  |   | 79,800     |  |   | (108,090    | ) |   | (19,890       | )
|Loss for the year             |  | -                   |  |   | -          |  |   | -          |  |   | (37,787     | ) |   | (37,787       | )
|Balance, April 30, 2003       |  | 8,400,000           |  | $ | 8,400      |  | $ | 79,800     |  | $ | (145,877    | ) | $ | (57,677       | )
|Loss for the year             |  | -                   |  |   | -          |  |   | -          |  |   | (30,369     | ) |   | (30,369       | )
|Balance, April
      30, 2004 |  | 8,400,000           |  | $ | 8,400      |  | $ | 79,800     |  | $ | (176,246    | ) | $ | (88,046       | )

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

F-5

---

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

|                                                           |   |            |   |   |            |   |   |            |  
|---------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | -
|                                                           |   | Cumulative |   |   |            |   |   |            |  
|                                                           |   | Amounts    |   |   |            |   |   |            |  
|                                                           |   | From       |   |   |            |   |   |            |  
|                                                           |   | Inception  |   |   |            |   |   |            |  
|                                                           |   | (July 27,  |   |   |            |   |   |            |  
|                                                           |   | 2000) to   |   |   | Year Ended |   |   | Year Ended |  
|                                                           |   | April 30,  |   |   | April 30,  |   |   | April 30,  |  
|                                                           |   | 2004       |   |   | 2004       |   |   | 2003       |  
|                                                           |   |            |   |   |            |   |   |            |  
|                                                           |   |            |   |   |            |   |   |            |  
|                                                           |   |            |   |   |            |   |   |            |  
|CASH FLOWS FROM OPERATING ACTIVITIES                       |   |            |   |   |            |   |   |            |  
|Net loss for the period                                    | $ | (176,246   | ) | $ | (30,369    | ) | $ | (37,787    | )
|Item not affecting cash:                                   |   |            |   |   |            |   |   |            |  
|Accrued management
      fees to related parties included  |   | 4,420      |   |   | -          |   |   | -          |  
|in
      due to related parties                            |   |            |   |   |            |   |   |            |  
|                                                           |   |            |   |   |            |   |   |            |  
|Change in non-cash working
      capital item:             |   |            |   |   |            |   |   |            |  
|Increase in
      accounts payable and accrued liabilities |   | 47,928     |   |   | 23,988     |   |   | 13,381     |  
|                                                           |   |            |   |   |            |   |   |            |  
|Net cash used in operating activities                      |   | (123,898   | ) |   | (6,381     | ) |   | (24,406    | )
|                                                           |   |            |   |   |            |   |   |            |  
|                                                           |   |            |   |   |            |   |   |            |  
|CASH FLOWS FROM FINANCING ACTIVITIES                       |   |            |   |   |            |   |   |            |  
|Issuance of common stock for cash                          |   | 88,200     |   |   | -          |   |   | -          |  
|Increase in due to related
      parties                   |   | 35,713     |   |   | 6,303      |   |   | 23,428     |  
|                                                           |   |            |   |   |            |   |   |            |  
|Net cash provided by financing
      activities            |   | 123,913    |   |   | 6,303      |   |   | 23,428     |  
|                                                           |   |            |   |   |            |   |   |            |  
|                                                           |   |            |   |   |            |   |   |            |  
|Change in cash during the period                           |   | 15         |   |   | (78        | ) |   | (978       | )
|                                                           |   |            |   |   |            |   |   |            |  
|                                                           |   |            |   |   |            |   |   |            |  
|Cash, beginning of period                                  |   | -          |   |   | 93         |   |   | 1,071      |  
|                                                           |   |            |   |   |            |   |   |            |  
|                                                           |   |            |   |   |            |   |   |            |  
|Cash, end of period                                        | $ | 15         |   | $ | 15         |   | $ | 93         |  
|                                                           |   |            |   |   |            |   |   |            |  
|                                                           |   |            |   |   |            |   |   |            |  
|Supplemental disclosures with respect to
      cash flows: |   |            |   |   |            |   |   |            |  
|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.

F-6

---

|NORMARK VENTURES CORP.              
|------------------------------------
|(An Exploration Stage Company)      
|NOTES TO THE FINANCIAL STATEMENTS   
|(Expressed in United States Dollars)
|APRIL 30, 2004                      
|                                    

|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 acquisition
        and exploration 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 and explore 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.
        There is no assurance that the Company will be able to raise such equity.
        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.

| |                                                        |   |          |   |   |          |  
| | ------------------------------------------------------ | - | -------- | - | - | -------- | -
| |                                                        |   | 2004     |   |   | 2003     |  
| |                                                        |   |          |   |   |          |  
| | Deficit accumulated during the exploration
      stage | $ | (176,246 | ) | $ | (145,877 | )
| | Working capital (deficiency)                           |   | (88,046  | ) |   | (57,677  | )

|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.

F-7

---

|NORMARK VENTURES CORP.              
|------------------------------------
|(An Exploration Stage Company)      
|NOTES TO THE FINANCIAL STATEMENTS   
|(Expressed in United States Dollars)
|APRIL 30, 2004                      
|                                    

|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 the mineral claims acquired. As a result, an
        estimate of any future environmental cost cannot be made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Loss per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Basic loss per share is computed by dividing the net
        loss attributable to common shareholders by the weighted average number
        of shares of common stock outstanding in the year. Diluted net loss per
        share takes into consideration shares of common stock outstanding (computed
        under basic loss per share) and potentially dilutive shares of common
        stock. In periods where losses are reported, the weighted average number
        of common shares outstanding excludes common stock equivalents, because
        their inclusion would be anti-dilutive.                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 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.                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Economic dependence                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company is dependent on one of its directors for
        working capital in order to continue operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Recent accounting pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In April 2003, the Financial Accounting Standards Board
        (FASB) issued Statements of Financial Accounting Standards No. 149 Amendment
        of Statement 133 on Derivative Instruments and Hedging Activities
        (SFAS 149). SFAS 149 amends and clarifies financial accounting
        and reporting for derivative instruments, including certain derivative
        instruments embedded in other contracts and for hedging activities under
        FASB Statement No. 133 Accounting for Derivative Instruments and
        Hedging Activities. SFAS 149 is generally effective for contracts
        entered into or modified after June 30, 2003.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In May 2003, FASB issued Statements of Financial Accounting
        Standards No. 150 Accounting for Certain Financial Instruments with
        Characteristics of both Liabilities and Equity (SFAS 150).
        SFAS 150 establishes standards for how an issuer classifies and measures
        certain financial instruments with characteristics of both liabilities
        and equity. SFAS 150 is effective for financial instruments entered into
        or modified after May 31, 2003.                                                                                                                                                                     

F-8

---

|NORMARK VENTURES CORP.              
|------------------------------------
|(An Exploration Stage Company)      
|NOTES TO THE FINANCIAL STATEMENTS   
|(Expressed in United States Dollars)
|APRIL 30, 2004                      
|                                    

|3. | SIGNIFICANT ACCOUNTING POLICIES(cont'd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Recent accounting pronouncements(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | In November 2002, FASB issued Financial Interpretation
        No. 45 Guarantors Accounting and Disclosure Requirements for
        Guarantees, Including Indirect Guarantees of Indebtedness of Others
        (FIN 45), which requires elaborating on the disclosures that
        must be made by a guarantor in financial statements about its obligations
        under certain guarantees, a liability for the fair value of the obligation
        undertaken in issuing the guarantee. The disclosure requirements of FIN
        45 are effective for financial statements issued after December 15, 2002
        while the recognition requirements of FIN 45 are applicable for guarantees
        issued or modified after December 31, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | In January 2003, FASB issued Financial Interpretation
        No. 46 Consolidation of Variable Interest Entities (FIN46)
        (revised in December 17, 2003). The objective of FIN 46 is to improve
        financial reporting by companies involved with variable interest entities.
        A variable interest entity is a corporation, partnership, trust, or any
        other legal structure used for business purposes that either (a) does
        not have equity investors with voting rights or (b) has equity investors
        that do not provide sufficient financial resources for the entity to support
        its activities. FIN 46 requires a variable interest entity to be consolidated
        by a company if that company is subject to a majority of the risk of loss
        from the variable interest entitys activities or entitled to receive
        a majority of the entitys residual returns or both. FIN 46 also
        requires disclosures about variable interest entities that the company
        is not required to consolidate but in which it has a significant variable
        interest. The consolidation requirements of FIN 46 apply immediately to
        variable interest entities created after December 15, 2003. The consolidation
        requirements apply to older entities in the first fiscal year or interim
        period beginning after March 15, 2004.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | During the year ended April 30, 2004, the Company renewed
        the mineral property claims for a further term of one year expiring November
        27, 2004. Subsequently, the Company continued to renew the claims for
        additional terms of one year. Accordingly, the claims are set to expire
        on November 27, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-9

---

|NORMARK VENTURES CORP.              
|------------------------------------
|(An Exploration Stage Company)      
|NOTES TO THE FINANCIAL STATEMENTS   
|(Expressed in United States Dollars)
|APRIL 30, 2004                      
|                                    

|5. | DUE TO RELATED PARTIES                                                                                                                                                                                                                 
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                        
|   | Due to related parties consists of amounts due to a
        director and to a company controlled by a director of the Company. These
        balances are non-interest bearing, unsecured and have no fixed terms of
        repayment.
|   |                                                                                                                                                                                                                                        
|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.                                                                                                                          
|   |                                                                                                                                                                                                                                        
|7. | INCOME TAXES                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                        
|   | A reconciliation of income taxes at statutory rates
        with the reported taxes is as follows:                                                                                                                                     

| |                                                  |   |         |   |   |         |  
| | ------------------------------------------------ | - | ------- | - | - | ------- | -
| |                                                  |   | 2004    |   |   | 2003    |  
| | Net loss for the year                            | $ | (30,369 | ) | $ | (37,787 | )
| | Expected income tax recovery                     | $ | 10,235  |   | $ | 12,848  |  
| | Non-deductible expenses                          |   | -       |   |   | (88     | )
| | Unrecognized current benefit of operating losses |   | (10,235 | ) |   | (12,760 | )
| | Total income taxes                               | $ | -       |   | $ | -       |  

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

| |                                                                |   |         |   |   |         |  
| | -------------------------------------------------------------- | - | ------- | - | - | ------- | -
| |                                                                |   | 2004    |   |   | 2003    |  
| | Future income tax assets:                                      |   |         |   |   |         |  
| | Income tax benefit from net operating loss
      carryforwards | $ | 59,625  |   | $ | 49,300  |  
| | Valuation allowance                                            |   | (59,625 | ) |   | (49,300 | )
| | Net future income
      tax asset                              | $ | -       |   | $ | -       |  

The Company has available for deduction
  against future taxable income operating losses of approximately $175,000 (2003
  - $145,000). These losses, if not utilized, will expire commencing in 2021.
  Future tax benefits which may arise as a result of these operating losses have
  been offset by a valuation allowance and have not been recognized in these financial
  statements.

F-10

---

|NORMARK VENTURES CORP.              
|------------------------------------
|(An Exploration Stage Company)      
|NOTES TO THE FINANCIAL STATEMENTS   
|(Expressed in United States Dollars)
|APRIL 30, 2004                      
|                                    

|8.  | 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
        approximates their carrying values, unless otherwise noted.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|9.  | SEGMENTED INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The Company operates in one reportable segment, being
        the exploration of mineral properties, in Canada.                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | In June 2004, the Company completed an offering of 1,700,000
        shares of common stock at a price of $0.05 per share for proceeds of $85,000.                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | In April 2005, the Company completed an offering of
        1,400,000 shares of common stock at a price of CDN$0.065 per share for
        proceeds of CDN$91,000.                                                                                                                                                                                                                                                                                                

F-11

---

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

None.

|ITEM 8A. | CONTROLS AND PROCEDURES.
|-------- | ------------------------

Under the supervision and with the participation of our
management, including our principal executive officer and principal financial
officer, we have evaluated the effectiveness of our disclosure controls and
procedures as required by Exchange Act Rule 13a-15(b) as of the end of the
period covered by this report. Based on that evaluation, our principal executive
officer and principal financial officer have concluded that these disclosure
controls and procedures are effective.

There were no changes in our internal control over financial
reporting during the quarter ended April 30, 2004 that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.

|ITEM 8B. | OTHER INFORMATION.
|-------- | ------------------

None.

19

---

PART III

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

**DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS**

Our executive officers and sole director are as follows:

|Name                | Age | Position                         
|------------------- | --- | ---------------------------------
|G.W. Norman Wareham | 53  | President, Treasurer and Director
|Ian Andrew Fraser   | 46  | Secretary                        

Set forth below is a brief description of the background and
business experience of our executive officers and sole director:

G. W. Norman Warehamhas been our president, treasurer
and our sole director since July 31, 2000. From July 31, 2000 to May 10, 2004,
Mr. Wareham was our secretary. 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:

|1. | Mr. Wareham was a director of Widepoint Corporation
      (Widepoint) (formerly ZMAX Corporation) from September 1996 to March
      2006. Widepoint is a public company engaged in the business of information
      technology consulting whose shares are traded on the American Stock
      Exchange.                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|2. | Mr. Wareham was a director of International PetroReal Oil
      Corporation from January 13, 2005 until May 3, 2006. PetroReal is an oil
      and gas exploration company listed on the TSX Venture Exchange in
      Canada.                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|3. | Mr. Wareham was a director and the secretary and
      treasurer of ASP Ventures Corp. (ASP) from April 1999 to March 2001. ASP
      was, at the time of Mr. Wareham involvement, a public company whose shares
      are traded on the OTC Bulletin Board. ASP was not engaged in any active
      business during the period of Mr. Wareham's involvement with
ASP.                
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|3. | Mr. Wareham was a director and the president, secretary
      and treasurer of Bullet Environmental Technologies, Inc. (Bullet) from
      March 1999 to March 2001. Bullet was, at the time of Mr. Warehams
      involvement, a public company whose shares were traded on the OTC Bulletin
      Board.                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                         
|4. | Mr. Wareham was a director of Cybernet Internet Services
      International, Inc. (Cybernet Intl) from May 1997 to December 2001.
      Cybernet Intl was, at the time of Mr. Warehams involvement, a public
      company whose shares were traded on the OTC Bulletin Board. Cybernet Intl
      operated 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 (Quantum) from December 1998
      to March 2001. Quantum was, at the time of Mr. Warehams involvement, a
      public company whose shares were traded on the pink sheets
  market.                                                                                        

20

---

|6. | Mr. Wareham was a director and the secretary and
      treasurer of ImuMed International, Inc. (ImuMed Intl) from November
      1998 to March 2001. ImuMed Intl was, at the time of Mr. Warehams
      involvement, engaged in the business of pharmaceutical drug production
      whose shares were previously traded on the OTC Bulletin Board.                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|7. | Mr. Wareham was a director and the secretary, treasurer
      and chief financial officer of San Antonios Resources Inc. (San
      Antonios) from February 1998 to August 2002. San Antonios was, at the
      time of Mr. Warehams involvement, a public company engaged in the
      business of mineral exploration whose shares were traded on the OTC
      Bulletin Board.
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|8. | Mr. Wareham was a director of Solar Energy Limited
      (Solar Energy) February 1997 to August 2002. Solar Energy was, at the
      time of Mr. Warehams involvement, a public company engaged in the
      business of renewable energy whose shares were traded on the OTC Bulletin
      Board.                                                                              

Ian Andrew Fraser is our secretary. Mr. Fraser has been
our secretary since May 10, 2004. Mr. Fraser has operated a successful Yacht
Brokerage in Vancouver, B.C. as president of Fraser Yacht Sales Ltd. for the
past 8 years. Prior to establishing Fraser Yacht Sales Ltd. in 1997, Mr. Fraser
gained experience in sales and marketing both nationally and internationally as
a yacht broker for two top brokerage houses in Vancouver. Mr. Fraser has also
served as an executive member of the Royal Vancouver Yacht Club for seven years.
Mr. Fraser studied Business Administration at Simon Fraser University and
Capilano College graduating with a diploma in Business Administration.

TERM OF OFFICE

Our directors are appointed for a one-year term to hold office
until the next annual general meeting of our stockholders or until removed from
office in accordance with our Bylaws. Our officers are appointed by our board of
directors and hold office until removed by the board.

SIGNIFICANT EMPLOYEES

We have no significant employees other than our executive
officers and sole director.

AUDIT COMMITTEE

We are not a listed issuer and as such our Board of Directors
  is not required to maintain a separately-designated standing audit committee.
  As a result, our sole board member performs the functions of the audit committee.
  Our sole director does not meet the definition of an audit committee financial
  expert. We believe that the cost related to appointing a financial expert
  to the Board of Directors is at this time prohibitive.

CODE OF ETHICS

We adopted a Code of Ethics applicable to our principal
executive officer, principal financial officer, principal accounting officer and
certain other finance executives, which is a code of ethics as defined by
applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to our
Form 10-KSB for the fiscal year ended April 30, 2003, filed with the SEC on July
8, 2005. If we make any amendments to our Code of Ethics other than technical,
administrative, or other non-substantive amendments, or grant any waivers,
including implicit waivers, from a provision of our Code of Ethics to our
principal executive officer, principal financial officer, principal accounting
officer or certain other finance executives, we will disclose the nature of the
amendment or waiver, its effective date and to whom it applies in a Current
Report on Form 8-K filed with the SEC.

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

Section 16(a) of the Securities Exchange Act of 1934 requires
our executive officers, directors, and persons who beneficially own more than
10% of a registered class of our equity securities, to file with the SEC reports
of ownership and changes in ownership of Normarks equity securities. Executive
officers, directors, and beneficial owners of greater than 10% beneficial owners
are required by SEC regulations to provide us with copies of all Section 16(a)
forms that they file. Based solely on review of the copies of such forms
furnished to us and written representations from our executive officers and
directors, since April 30, 2003 all of our

21

---

executive officers, directors and greater than 10% beneficial
owners complied with all Section 16(a) filing requirements applicable to them,
except for the following:

|                                                                                                              |                        |                  | Known      
|------------------------------------------------------------------------------------------------------------- | ---------------------- | ---------------- | -----------
|                                                                                                              |                        |                  | Failures to
|                                                                                                              |                        |                  | File a     
|                                                                                                              |                        | Transactions Not | Required   
|Name and
      Principal Position                                                                             | Number of Late Reports | Timely Reported  | Form       
|G.W. Norman Wareham President, Chief Executive
      Officer, Chief Financial Officer, Treasurer and Director | 1                      | 2                | -          
|Ian Andrew Fraser Secretary                                                                                   | 1                      | 1                | -          

|ITEM 10. | EXECUTIVE COMPENSATION.
|-------- | -----------------------

Summary Compensation Table

The following table summarizes all compensation recorded by us
in the most recent fiscal year ended April 30, 2004 for our principal executive
officer, each of our other two most highly compensated executive officers
serving as such whose annual compensation exceeded $100,000, and up to two
additional individuals for whom disclosure would have been made in this table
but for the fact that the individual was not serving as an executive officer of
our company at the end of our fiscal year. Such officers are referred to herein
as our Named Executive Officers.

Name &
      Principal Position
    Year
    Salary
      ($)
    Bonus
      ($)
    Stock
      Awards
    Option
      Awards
    Non-Equity
      Incentive Plan Compen- sation
    Non- qualified Deferred
      Compen- sation Earnings
    All Other
      Compen- sation ($)
    Total
      ($)G.W. Norman Wareham President, Treasurer &
      Principal Executive Officer
    2004
    -
    -
    -
    -
    -
    -
    -
    -


OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

From our inception on July 27, 2000 to the end of our fiscal
year-ended April 30, 2004, we did not grant any stock options awards, stock
awards or any other equity incentive plan awards to any of our named executive
officers, as that term is defined under Item 402(a)(2) of Regulation S-B, or to
our sole director. As such, there were no outstanding equity awards as at April
30, 2004.

EMPLOYMENT CONTRACTS

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

22

---

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 AND **RELATED STOCKHOLDER
      MATTERS.**
|-------- | ---------------------------------------------------------------------------------------------------------------

EQUITY COMPENSATION PLANS

We have no equity compensation plans (including individual
compensation arrangements) under which our equity securities are authorized for
issuance.

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 June 11, 2007
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,
(iii) each of our named executive officers; and (iv) officers and directors as a
group. Unless otherwise indicated, the shareholder listed possesses sole voting
and investment power with respect to the shares shown.

Title of Class
    Name and Address
      of Beneficial Owner
    Amount and Nature of
      Beneficial Ownership
    Percentage of
      Common Stock(1)DIRECTORS AND EXECUTIVE OFFICERSCommon Stock
    G.W. Norman Wareham
      President and Treasurer Director 343040 Sideroad 23, RR 2
      Annan, Ontario, N0H 1B0
    4,300,000(2)Direct
    37.4%Common Stock
    Ian Andrew Fraser Secretary
      3056 West 2nd Avenue Vancouver, BC V6K 1K4
    150,000 Direct
    1.3%Common Stock
    All Directors and Executive
      Officers as a Group (2 persons)
    4,450,000 Shares
    38.7%5% STOCKHOLDERSCommon Stock
    G.W. Norman Wareham
      President and Treasurer Director 343040 Sideroad 23, RR 2
      Annan, Ontario, N0H 1B0
    4,300,000 Direct
    37.4%


Notes:

| | (1) | Based on 11,500,000 shares of our common stock issued and
      outstanding as of June 11, 2007. Under Rule 13d-3, certain shares may be
      deemed to be beneficially owned by more than one person (if, for example,
      persons share the power to vote or the power to dispose of the shares). In
      addition, shares are deemed to be beneficially owned by a person if the
      person has the right to acquire the shares (for example, upon exercise of
      an option) within 60 days of the date as of which the information is
      provided. In computing the percentage ownership of any person, the amount
      of shares outstanding is deemed to include the amount of shares
      beneficially owned by such person (and only such person) by reason of
      these
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

23

---

| |     | acquisition rights. As a result, the percentage of
      outstanding shares of any person as shown in this table does not
      necessarily reflect the persons actual ownership or voting power with
      respect to the number of shares of common stock actually outstanding on
      June 11, 2007.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                          
| | (2) | Includes 4,200,000 beneficially owned by Mr. Wareham and
      100,000 shares held by Mr. Warehams spouse.                                                                                                                                                                                              

CHANGE IN CONTROL

We are not aware of any arrangement that might result in a
change in control in the future.

|ITEM 12. | CERTAIN RELATIONSHIPS AND
      RELATED TRANSACTIONS, AND DIRECTOR
      **INDEPENDENCE.**
|-------- | ------------------------------------------------------------------------------------------

Except as described below, none of the following persons has
any direct or indirect material interest in any transaction to which we were or
are a party since the commencement of our fiscal year ended April 30, 2004, or
in any proposed transaction to which we propose to be a party:

|(A) | any director or officer;                                                                                                                                
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                         
|(B) | any person who beneficially owns, directly or indirectly,
      shares carrying more than 5% of the voting rights attached to our common
      stock; or
|    |                                                                                                                                                         
|(C) | any immediate family member, including any spouse, child,
      parent, step-child, step-parent, sibling or in-law, of any of the
      foregoing.      

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 on August 15, 2000 at a price of $0.001 per share.
Mr. Wareham paid a total purchase price of $4,200 for these shares. 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. As of
April 30, 2004, Normark owed $40,133 to Mr. Wareham for management services and
outstanding loans provided to Normark. This amount is unsecured, non-interest
bearing and has no specific terms of repayment.

DIRECTOR INDEPENDENCE

Our common stock is listed on the OTC Bulletin Board
inter-dealer quotation system, which does not have director independence
requirements. For purposes of determining director independence, we have applied
the definitions set out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule
4200(a)(15), a director is not considered to be independent if he or she is also
an executive officer or employee of the corporation. G.W. Norman Wareham, is our
sole director, accordingly, we do not have any independent directors. As a
result of our limited operating history and minimal resources, our management
believes that it will have difficulty in attracting independent directors.

|ITEM 13. | EXHIBITS.
|-------- | ---------

|EXHIBIT |                                                                                                                                                       
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|NUMBER  | DESCRIPTION                                                                                                                                           
|3.1     | Articles of Incorporation.(1)                                                                                                                         
|3.2     | By-Laws, as amended.(1)                                                                                                                               
|4.1     | Share Certificate.(1)                                                                                                                                 
|10.1    | Management Agreement with Wareham Management Ltd.
      dated September 15, 2000.(1)                                                                  
|10.2    | Mining Property Purchase Agreement
      with Glen MacDonald dated April 30, 2001.(1)                                                                 
|14.1    | Code of Ethics.(2)                                                                                                                                    
|31.1    | Certification
      of Chief Executive Officer and Chief Financial Officer as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.
|32.1    | Certification of Chief Executive
      Officer and Chief Financial Officer as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.

24

---

Notes

| | (1) | Previously filed with the SEC on our Form SB-2
      registration statement originally filed on November 21, 2001, as amended
      through May 16, 2002.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Previously filed with the SEC as an exhibit to our Form
      10-KSB for the year ended April 30, 2003 filed with the SEC on July 8,
      2005.         

|ITEM 14. | PRINCIPAL AND ACCOUNTANT FEES AND
      SERVICES.
|-------- | -------------------------------------------------

Audit Fees

The aggregate fees billed for the two most recently completed
  fiscal years ended April 30, 2004 for professional services rendered by the
  principal accountant for the audit of our annual financial statements and review
  of the financial statements included our Annual Report on Form 10-KSB and services
  that are normally provided by the accountant in connection with statutory and
  regulatory filings or engagements for these fiscal periods were as follows:

Year Ended April 30, 2004
    Year Ended April 30, 2003Audit Related Fees
    $14,670
    $6,760Tax Fees
    $0
    $0All Other Fees
    $0
    $0Total
      $14,670  $6,760


25

---

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.           
|----- | ------------- | --- | ---------------------------------
|      |               |     |                                  
|      |               |     |                                  
|Date: | June 28, 2007 | By: | /s/
      G.W. Norman Wareham    
|      |               |     | G.W. NORMAN WAREHAM              
|      |               |     | President and Treasurer          
|      |               |     | (Principal Executive Officer     
|      |               |     | and Principal Accounting Officer)

In accordance with the 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.

|Date: | June 28, 2007 | By: | /s/
      G.W. Norman Wareham    
|----- | ------------- | --- | ---------------------------------
|      |               |     | G.W. NORMAN WAREHAM              
|      |               |     | President and Treasurer          
|      |               |     | (Principal Executive Officer     
|      |               |     | and Principal Accounting Officer)
|      |               |     | Director                         
|      |               |     |                                  
|      |               |     |                                  
|      |               |     |                                  
|      |               |     |                                  
|Date: | June 28, 2007 | By: | /s/
      Ian Andrew Fraser      
|      |               |     | IAN ANDREW FRASER                
|      |               |     | Secretary                        

---