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

FORM 10-KSB

(Mark One)

xAnnual Report
  Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For the fiscal year ended April 30, 2003

 ̈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.)

|4947 Wycliffe Road                       |  |           
|---------------------------------------- |  | ----------
|Vancouver, British Columbia, Canada      |  | V6T 1E9   
|(Address of principal executive offices) |  | (Zip Code)

Issuer's telephone number (519) 371- 9302

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 PER SHARE.

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 is not contained in this form, and no disclosure
  will be contained, to the best of registrant's knowledge, in definitive proxy
  or information statements incorporated by reference in Part III of this Form
  10-KSB or any amendment to this Form 10-KSB.  ̈

Revenues for the fiscal year ended April 30, 2003 were: NIL.

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 as of June 21, 2005 was $352,500.

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable date. As of June 21,
  2005 the issuer had 11,500,000 Shares of Common Stock outstanding.

Transitional Small Business Disclosure Format (Check one):
  Yes  ̈ No
  x

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NORMARK VENTURES CORP.

Annual Report on Form 10-KSB
  For the Year Ended April 30, 2003

INDEX

PAGE

|PART I     |                                                                                                                             |   
|---------- | --------------------------------------------------------------------------------------------------------------------------- | --
|          
|Item 1.    | Description of Business.                                                                                                    | 5 
|Item 2.    | Description of Property.                                                                                                    | 11
|Item 3.    | Legal Proceedings.                                                                                                          | 11
|Item 4.    | Submission of Matters to a Vote of Security
      Holders.                                                                  | 11
|          
|PART II    |                                                                                                                             |   
|          
|Item 5.    | Market for Common Equity and Related Stockholder
      Matters.                                                             | 12
|Item 6.    | Management's Discussion
      and Analysis or Plan of Operation.                                                            | 13
|Item 7.    | Financial Statements.                                                                                                       | 19
|Item 8.    | Changes in and Disagreements
      with Accountants on Accounting                                                           |   
|           | and Financial Disclosure.                                                                                                   | 20
|Item 8A.   | Controls and Procedures.                                                                                                    | 20
|Item 8B.   | Other Information.                                                                                                          | 20
|          
|PART III   |                                                                                                                             |   
|          
|Item 9.    | Directors, Executive Officers, Promoters
      And Control Persons;Compliance with Section 16(a)
      of the Exchange Act. | 21
|Item 10.   | Executive Compensation.                                                                                                     | 24
|Item 11.   | Security Ownership of Certain Beneficial
      Owners and Management and Related Stockholder Matters.                       | 24
|Item 12.   | Certain Relationships
      and Related Transactions.                                                                       | 26
|Item 13.   | Exhibits.                                                                                                                   | 27
|Item 14.   | Principal Accountant
      Fees and Services.                                                                               | 27
|          
|SIGNATURES |                                                                                                                             | 28

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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 Form 10-KSB. We advise
  you to carefully review the reports and documents we file from time to time
  with the Securities and Exchange Commission (“SEC”), particularly
  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.

Glossary of Technical Terms

The following defined technical terms are used in this annual report:

|adit           | An opening driven horizontally into the
        side of a mountain or hill for providing access to a mineral deposit.                                                                                                                                                                                      
|-------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|assay          | A chemical test performed on a sample
        of ores or minerals to determine the amount of valuable metals contained.                                                                                                                                                                                    
|breccia        | Rock consisting of angular fragments
        in a matrix of finer-grained cementing material.                                                                                                                                                                                                              
|batholith      | A large mass of igneous rock extending
        to great depth with its upper portion dome-like in shape. It has
        crystallized below surface, but may be exposed as a result of erosion of
        the overlying rock. Smaller masses of igneous rocks are known as bosses
        or plugs.         
|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.
|feldspar       | A group of rock-forming minerals.                                                                                                                                                                                                                                                                          
|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.                                                                                                                                          
|massive        | Solid (without fractures) wide (thick)
        rock unit.                                                                                                                                                                                                                                                  
|meta-volcanic  | Metamorphosed volcanic rocks.                                                                                                                                                                                                                                                                              
|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.                                                                                                                                                                                                       
|pluton         | Body of rock exposed after solidification
        at great depth.                                                                                                                                                                                                                                          
|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                                                                                                                                                                                                              

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|           | 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 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.
|---------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|shear      | The deformation of rocks by lateral movement along
      innumerable parallel planes, generally resulting from pressure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|volcanics  | Volcanically formed rocks.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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ITEM 1.     DESCRIPTION OF BUSINESS.

CORPORATE ORGANIZATION

We were incorporated on July 27, 2000, under the laws of the
  State of Nevada.

GENERAL

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

We are in the process of completing the initial preliminary
  exploration work. However, we will require additional funds in order to complete
  the full exploration of the Wheaton River 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.

Mineral Claims Purchase Agreement

We purchased four mineral claims located in the Whitehorse
  Mining District of the Yukon Territory, Canada pursuant to a purchase agreement
  between Mr. Glen MacDonald and Normark 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. 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 $12,832 (CDN$20,000), then we will be obligated to
  pay to Mr. MacDonald the difference between $12,832 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 $641,600 (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 offer accessibility
  to an existing mill operation which may be used to assist production in the
  event mineral reserves are found on the claims.

Recording of the Mineral Claims

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 Sheet 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 main area of potential gold mineralization. Our mineral
  claims will expire on November 27, 2005. We intend to extend our

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claims on this expiration date. We are the beneficial owner
  of title to the Wheaton River Claims and no other person has any interest in
  the mineral claims, subject to our agreement to pay to Mr. MacDonald the Royalty.
  During their existence, the mineral claims entitle us to all minerals found
  on or under the property comprising the mineral claims, together with the right
  to enter on and use and occupy the surface of the mineral claims. The Yukon
  Territory owns the land covered by the mineral claims in fee simple.

In order to maintain our mineral claims in good standing,
  we must complete exploration work on the mineral claims and file confirmation
  of the completion of work on the mineral claims with the applicable mining recording
  office of the Yukon Territory. Currently, exploration work with a minimum value
  of $81 per claim is required during each year. If we do not complete this
  minimum amount of exploration work, we may pay a fee of $81 each year per
  claim 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, 2005, we must file confirmation of the completion of exploration
  work in the minimum amount of $324 or make a payment in lieu of exploration
  work in the amount of $324 by November 27, 2005. 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, 2005, and we will lose all interest that we have in these mineral claims.

Location of the Mineral Claims

The Wheaton River Claims are located approximately 50 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.

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. Summer temperatures average 12 degrees centigrade. The
  exploration season lasts from May until October.

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Figure 1

Claim Map



Exploration History of the Wheaton River Claims

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

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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.

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. Geochemical analysis is the analytical procedure
  conducted by a credited laboratory to determine the specific elemental concentrations
  of minerals contained within samples. Such samples may be from a variety of
  medium, including rock, soil and stream sediment.

Geological Report

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

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

Mr. Timmins, P. Eng. has recommended the completion of a four-phase
  geological work program on the Wheaton River Claims. The four phase program
  consists of the following:

|Phase     | Exploration Program                                                                                                         | Status                                                            | Cost   
|--------- | --------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------- | -------
|Phase I   | A detailed geological survey of the mineral
        claims and a geological review of the results of the geological survey. | Completed in October, 2002.                                       | $13,650
|Phase II  | Prospecting, geological outcrop mapping,
        and detailed soil sampling in areas of interest.                           | Completed in May, 2003.                                           | $11,355
|Phase III | Mechanical trenching and diamond drilling.                                                                                  | Completed during the summer exploration
        season in 2004.   | $25,000
|Phase IV  | Prospecting, geological mapping and further
        sampling prior to drill testing vein systems.                           | To be completed in the summer exploration season
        of 2005. | $25,000

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The geological review and interpretations required in each
  phase of the exploration program are comprised of review of the data acquired
  from each phase of the exploration program and an analysis of this data to assess
  the potential mineralization of the mineral claims. Geological review entails
  the geological study of an area to determine the geological characteristics,
  identification of rock types and any obvious indications of mineralization.
  A significant component of this review would occur on site. The purpose of undertaking
  the geological review would be to determine if there is sufficient indication
  for the area to host mineralization to warrant additional exploration. Positive
  results of each phase of the exploration program would be required to justify
  continuing with the next phase of the exploration program. Such positive results
  would include the identification of zones of mineralization.

The anticipated cost of conducting the fourth phase of the
  exploration program is approximately $25,000. We have determined to proceed
  with Phase IV of our exploration program based on the results of Phase III of
  our work program and have prepaid the estimated expenses of Phase IV. We expect
  Phase IV of our work program to be completed during the summer exploration season
  of 2005.

If we determine not to proceed with further exploration of
  our mineral claims due to a determination that the results of our initial geological
  program do no warrant further exploration or due to an inability to finance
  further exploration, we plan to pursue the acquisition of an interest in other
  mineral claims. We anticipate that any future acquisition would involve the
  acquisition of an option to earn an interest in a mineral claim as we anticipate
  that we would not have sufficient cash to purchase a mineral claim of sufficient
  merit to warrant exploration.

Geology of the Wheaton River Claims

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

Current State of Exploration

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

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 the June 2001 geological
  report and we 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 total of 10
  days was spent on examination and transportation of equipment and personnel
  to the property. In part the work was intended to confirm that the untested
  geophysical zones were identified with potential geological zones of interest.
  A review of the available geological and geophysical data was conducted by Laurence
  Stephenson, P. Eng with William 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
  the planning of a drilling program.

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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 $20,000 for bulldozer trenching and $5,000 for engineering and sampling,
  with drilling costs contingent upon the results of trenching and sampling.

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 pursuant. The
  next phase of the work program is estimated to cost $25,000 and is expected
  to be completed in mid to late 2005.

We have 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 and have prepaid the $25,000
  estimated expenses of Phase IV. We expect Phase IV of our work program to be
  completed during the summer exploration season of 2005.

Competitive Conditions

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

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

Compliance with Government Regulation

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

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required to obtain a work permit if we proceed with the third
  phase of our exploration program. There is a nominal fee to obtain a land use
  permit and the time to obtain a land use permit is approximately six weeks.
  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 Mr. G.W. Norman Wareham, our
  president and treasurer. We conduct our business largely through agreements
  with consultants and arms-length third parties.

Research and Development Expenditures

We have not incurred any research or development expenditures
  since our incorporation. We incurred $29,171 in mineral property costs associated
  with our exploration of the Wheaton River Claims from inception through to April
  30, 2003.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

ITEM 2.     DESCRIPTION OF PROPERTY.

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

Our principal business offices are located at 4947 Wycliffe Road, Vancouver,
  British Columbia, Canada, in the business offices of Mr. Wareham, our sole executive
  officer and a director. We currently do not pay any amount to Mr. Wareham for
  our use of these premises.

ITEM 3.     LEGAL PROCEEDINGS.

None.

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

None.

Page 11

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PART II

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

No Public Market for Common Stock

There is presently no public market for our common stock.
  We 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, 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
  to such duties or other requirements of Securities' laws; (c) contains a brief,
  clear, narrative description of a dealer market, including bid and ask prices
  for penny stocks and significance of the spread between the bid and ask price;
  (d) contains a toll-free telephone number for inquiries on disciplinary actions;
  (e) defines significant terms in the disclosure document or in the conduct of
  trading in penny stocks; and (f) contains such other information and is in such
  form as the SEC requires by rule or regulation. The broker-dealer also must
  provide, prior to effecting any transaction in a penny stock, the customer:
  (a) with bid and offer quotations for the penny stock; (b) the compensation
  of the broker-dealer and its salesperson in the transaction; (c) the number
  of shares to which such bid and ask prices apply, or other comparable information
  relating to the depth and liquidity of the market for such stock; and (d) monthly
  account statements showing the market value of each penny stock held in the
  customer's account.

In addition, the penny stock rules require that prior to a
  transaction in a penny stock not otherwise exempt from those rules; the broker-dealer
  must make a special written determination that the penny stock is a suitable
  investment for the purchaser and receive the purchaser's written acknowledgment
  of the receipt of a risk disclosure statement, a written agreement to transactions
  involving penny stocks, and a signed and dated copy of a written suitably statement.
  These disclosure requirements may have the effect of reducing the trading activity
  in the secondary market for our stock if it becomes subject to these penny stock
  rules. Therefore, if our common stock becomes subject to the penny stock rules,
  stockholders may have difficulty selling those securities.

Holders of Our Common Stock

As of June 27, 2005, we had fifty five (55) registered shareholders.

Dividends

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

| | 1. | we would not be able to pay our debts as they become
        due in the usual course of business; or                                                                                                                                              
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. | our total assets would be less than the sum of our
        total liabilities plus the amount that would be needed to satisfy the
        rights of shareholders who have preferential rights superior to those
        receiving the distribution.

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

Page 12

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Recent Sales of Unregistered Shares

We did not complete any unregistered sales of shares of our
  common stock during the year ended April 30, 2003. Since April 30, 2003 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 CDN$0.065 per share to a total of 3
        purchasers known to our directors and officers on April 21, 2005. The
        total amount we received from this offering was CDN$91,000. We completed
        the offering pursuant to Regulation S of the Securities Act. Each purchaser
        represented to us that they were a non-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. Each investor was given adequate access
        to sufficient information about us to make an informed investment decision.
        None of the securities were sold through an underwriter and accordingly,
        there were no underwriting discounts or commissions involved. No registration
        rights were granted to any of the purchasers.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 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 4 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 a non-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. Each investor was given adequate access to sufficient
        information about us to make an informed investment decision. None of
        the securities were sold through an underwriter and accordingly, there
        were no underwriting discounts or commissions involved. No registration
        rights were granted to any of the purchasers.        

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

PLAN OF OPERATION

Our business plan is to proceed with the exploration of the
  Wheaton River Claims to determine whether there are commercially exploitable
  reserves of gold and silver. We have completed Phase I, II and III of the exploration
  program recommended by the geological report prepared by our consulting geologist.
  We received a preliminary report of our consulting geologist on the results
  of Phase III of our exploration program and have determined to proceed with
  Phase IV of the recommended geological exploration program. Phase IV of the
  recommended geological exploration program is expected to cost approximately
  $25,000. We have prepaid the $25,000 estimated expenses of Phase IV.
  We expect Phase IV of our work program to be completed during the summer exploration
  season of 2005.

We anticipate that we will incur over the next twelve months
  $25,000 for operating expenses, including professional legal and accounting
  expenses associated with our reporting obligations under the Exchange Act. Based
  on our cash position of $19,521 as of June 21, 2005, 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 no warrant further exploration or due to an inability to finance
  further exploration, we plan to pursue the acquisition of an interest in other
  mineral claims. We anticipate that any future acquisition would involve the
  acquisition of an option to earn an interest in a mineral claim as we anticipate
  that we would not have sufficient cash to purchase a mineral claim of sufficient
  merit to warrant exploration.

Page 13

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|LIQUIDITY AND FINANCIAL CONDITION                   |   |                   |   |                           |                   |   |   |         |  
|--------------------------------------------------- | - | ----------------- | - | ------------------------- | ----------------- | - | - | ------- | -
|                                                    |   |                   |   |                           |                   |   |   |         |  
|Cash Flows                                          |   |                   |   |                           |                   |   |   |         |  
|                                                    |   |                   |   | Year Ended April
      30
|                                                    |   |                   |   |                           | 2003              |   |   | 2002    |  
|Net Cash provided by (used in) Operating Activities |   |                   |   | $                         | (24,406           | ) | $ | (58,712 | )
|Net Cash provided by (used in) Investing Activities |   |                   |   |                           | --                |   |   | --      |  
|Net Cash provided by (from) Financing Activities    |   |                   |   | $                         | 23,428            |   | $ | 5,982   |  
|Net Increase (Decrease) in Cash During Period       |   |                   |   | $                         | (978              | ) | $ | (52,730 | )
|                                                    |   |                   |   |                           |                   |   |   |         |  
|Working Capital                                     |   |                   |   |                           |                   |   |   |         |  
|                                                    |   | At April 30, 2003 |   |                           | At April 30, 2002 |   |   |         |  
|Current Assets                                      | $ | 93                |   | $                         | 1,071             |   |   |         |  
|Current Liabilities                                 | $ | 57,770            |   | $                         | 20,961            |   |   |         |  
|Working Capital Surplus (Deficit)                   | $ | (57,667           | ) | $                         | (19,890           | ) |   |         |  

The decline in our cash reserves and working capital is reflective
  of the current state of our business development. We completed initial equity
  financings to provide us with the funds necessary to proceed with the preliminary
  stages of our mineral exploration programs. See “Recent Sales of Unregistered
  Securities”. These equity financings consisted of sales of our common
  stock. We have funded our business to date from sales of our common stock and
  loans from Mr. G.W. Norman Wareham, our president.

We anticipate that our working capital will continue to decline
  as we complete further work on our exploration programs. As disclosed above
  under Plan of Operation, we will require further financing to meet our operating
  expenses for the next twelve months. We anticipate any further financings will
  be realized through further sales of our common stock.

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

Our consolidated financial statements have been prepared in
  accordance with accounting principles generally accepted in the United States
  of America. As such, some accounting policies have a significant impact on the
  amount reported in these financial statements. A summary of those significant
  accounting policies can be found in the Summary of Significant Accounting Policies
  in our consolidated financial statements included in Item 7 of this Form 10-KSB.
  Note that our preparation of this Annual Report on Form 10-KSB requires us to
  make estimates and assumptions that affect the reported amount of assets and
  liabilities, disclosure of contingent assets and liabilities at the date of
  our financial statements, and the reported amounts of revenue and expenses during
  the reporting period. There can be no assurance that actual results will not
  differ from those estimates.

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.

Page 14

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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.

RISK FACTORS

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

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

Our current operating funds are less than necessary to complete
  the exploration of the mineral claims, and therefore we will need to obtain
  additional financing in order to complete our business plan. We had cash in
  the amount of $19,521 as of June 21, 2005. We currently do not have any
  operations and we have no income. Our business plan calls for significant expenses
  in connection with the exploration of our mineral claims and the development
  of these mineral claims if our exploration indicates that our mineral claims
  possess commercially exploitable mineral reserves. We have obtained a geological
  report on our mineral claims that recommends a four-phase exploration program.
  We have completed three phases of our exploration program and have sufficient
  financing to complete Phase IV of the recommended exploration program in full.
  We will require additional financing if the cost of the exploration of our mineral
  claims is greater than anticipated. We will require additional financing to
  sustain our business operations if we are not successful in earning revenues
  once exploration is complete. 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.

Page 15

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

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

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

We must complete mineral exploration work on our Wheaton River
  mineral claims and make filings with the 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, 2005. We intend to complete Phase IV of our work program during the summer
  exploration season of 2005 and 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 Have Not Commenced Business Operations, We Face
  A High Risk Of Business Failure.

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

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

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

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

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

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

The search for valuable minerals involves numerous hazards.
  As a result, we may become subject to liability for such hazards. Typically,
  these hazards concern pollution, cave-ins and other hazards against which we

Page 16

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cannot insure or against which we may elect not to insure.
  The payment of such liabilities may have a material adverse effect on our financial
  position.

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

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

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

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

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

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

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

Because Our 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 sole director and President, 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.

Page 17

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

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

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

Page 18

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ITEM 7.     FINANCIAL STATEMENTS.

|  |                                                                                   |     
|- | --------------------------------------------------------------------------------- | ----
|  |                                                                                   | Page
|  |                                                                                   |     
|1 | Report of Independent Registered Accounting
      Firm, Dohan and Company;        | F-2 
|  | Report of Independent Registered Accounting
      Firm, Davidson and Company LLP; | F-3 
|2 | Audited Financial Statements:                                                     |     
|  | a. Balance Sheet;                                                                 | F-4 
|  | b. Statements
      of Operations;                                                | F-5 
|  | c. Statements
      of Stockholders' Equity;                                      | F-6 
|  | d. Statements
      of Cash Flows; and                                            | F-7 
|  | e. Notes to Financial
      Statements.                                           | F-8 

Page 19

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NORMARK VENTURES CORP. 
  (An Exploration Stage Company)

FINANCIAL STATEMENTS

APRIL 30, 2003 AND 2002

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 sheet of Normark Ventures
  Corp. as of April 30, 2003, and the related statements of operations, cash flows
  and stockholders' equity (deficiency in assets) for the year then ended, and
  cumulative since inception (July 27, 2000) to April 30, 2003. These financial
  statements are the responsibility of the Company's management. Our responsibility
  is to express an opinion on these financial statements based on our audit.
  We conducted our audit in accordance with 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. An audit includes examining,
  on a test basis, evidence supporting the amounts and disclosures in the financial
  statements. An audit also includes assessing the accounting principles used
  and significant estimates made by management, as well as evaluating the overall
  financial statement presentation. We believe that our audit provides a reasonable
  basis for our opinion.

In our opinion, the 2003 financial statements referred to above
  present fairly, in all material respects, the financial position of Normark
  Ventures Corp. as of April 30, 2003, and the results of their operations and
  their cash flows for the year then ended and since inception (July 27, 2000)
  to April 30, 2003, in conformity with accounting principles generally accepted
  in the United States of America.

The accompanying financial statements have been prepared assuming
  that the Company will continue as a going concern. As discussed in Note 2 to
  the financial statements, the Company 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
  October 3, 2003



F-2

---

|**DAVIDSON & COMPANY
      LLP** |  | Chartered Accountants | A Partnership of Incorporated Professionals
|-------------------------------- |  | --------------------- | -------------------------------------------

**REPORT OF INDEPENDENT REGISTERED
  ACCOUNTING FIRM**

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

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

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

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

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

**“DAVIDSON & COMPANY LLP”**

|Vancouver, Canada | Chartered Accountants
|----------------- | ---------------------
|                  |                      
|July 3, 2002      |                      

| | A Member of SC INTERNATIONAL | 
| | ---------------------------- | 




F-3



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|                                                                              |   |          |   |   |          |  
|----------------------------------------------------------------------------- | - | -------- | - | - | -------- | -
|April 30,                                                                     |   | 2003     |   |   | 2002     |  
|                                                                             
|                                                                             
|ASSETS                                                                        |   |          |   |   |          |  
|                                                                             
|                                                                             
|Current                                                                       |   |          |   |   |          |  
|Cash                                                                          | $ | 93       |   | $ | 1,071    |  
|Deferred tax asset less valuation allowance
      of $49,300 (2002 - $36,720) |   | -        |   |   | -        |  
|                                                                             
|Total assets                                                                  | $ | 93       |   | $ | 1,071    |  
|                                                                             
|                                                                             
|LIABILITIES AND DEFICIENCY IN ASSETS                                          |   |          |   |   |          |  
|                                                                             
|                                                                             
|Current                                                                       |   |          |   |   |          |  
|Accounts payable and accrued liabilities                                      | $ | 23,940   |   | $ | 10,559   |  
|Due to related parties                                                        |   | 33,830   |   |   | 10,402   |  
|                                                                             
|Total current liabilities                                                     |   | 57,770   |   |   | 20,961   |  
|                                                                             
|CONTINGENCIES (Note 11)                                                       |   |          |   |   |          |  
|                                                                             
|Deficiency in assets                                                          |   |          |   |   |          |  
|Common stock (Note 6)                                                         |   |          |   |   |          |  
|Authorized                                                                    |   |          |   |   |          |  
|100,000,000 shares, par value of $0.001                                       |   |          |   |   |          |  
|Issued                                                                        |   |          |   |   |          |  
|8,400,000
      shares                                                        |   | 8,400    |   |   | 8,400    |  
|Additional paid-in capital                                                    |   | 79,800   |   |   | 79,800   |  
|Deficit accumulated during the exploration
      stage                        |   | (145,877 | ) |   | (108,090 | )
|                                                                             
|Total deficiency in assets                                                    |   | (57,677  | ) |   | (19,890  | )
|                                                                             
|Total liabilities and deficiency
      in assets                              | $ | 93       |   | $ | 1,071    |  

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

F-4

---

|                                                                      |   |            |   |   |            |   |   |            |  
|--------------------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | -
|                                                                      |   | Cumulative |   |   |            |   |   |            |  
|                                                                      |   | Amounts    |   |   |            |   |   |            |  
|                                                                      |   | From       |   |   |            |   |   |            |  
|                                                                      |   | Inception  |   |   |            |   |   |            |  
|                                                                      |   | (July 27,  |   |   |            |   |   |            |  
|                                                                      |   | 2000) to   |   |   | Year Ended |   |   | Year Ended |  
|                                                                      |   | April 30,  |   |   | April 30,  |   |   | April 30,  |  
|                                                                      |   | 2003       |   |   | 2003       |   |   | 2002       |  
|                                                                     
|                                                                     
|EXPENSES                                                              |   |            |   |   |            |   |   |            |  
|Bank charges                                                          | $ | 880        |   | $ | 227        |   | $ | 345        |  
|Consulting fees                                                       |   | 8,699      |   |   | -          |   |   | 4,570      |  
|Management fees                                                       |   | 17,655     |   |   | -          |   |   | 9,630      |  
|Mineral property costs                                                |   | 29,171     |   |   | 16,348     |   |   | 6,407      |  
|Office and general                                                    |   | 3,127      |   |   | 593        |   |   | 828        |  
|Professional fees                                                     |   | 71,171     |   |   | 19,436     |   |   | 32,475     |  
|Telephone and utilities                                               |   | 3,849      |   |   | 925        |   |   | 2,718      |  
|Travel and promotion                                                  |   | 12,584     |   |   | 260        |   |   | 7,765      |  
|                                                                     
|                                                                     
|Net loss before interest income                                       |   | (147,136   | ) |   | (37,789    | ) |   | (64,738    | )
|                                                                     
|                                                                     
|                                                                     
|INTEREST INCOME                                                       |   | 1,259      |   |   | 2          |   |   | 448        |  
|                                                                     
|                                                                     
|Net loss before income taxes                                          |   | (145,877   | ) |   | (37,787    | ) |   | (64,290    | )
|                                                                     
|                                                                     
|Provision for income taxes                                            |   | -          |   |   | -          |   |   | -          |  
|                                                                     
|                                                                     
|Net loss                                                              | $ | (145,877   | ) | $ | (37,787    | ) | $ | (64,290    | )
|                                                                     
|                                                                     
|Basic and diluted net loss per
      common share                     |   |            |   | $ | (0.01      | ) | $ | (0.01      | )
|                                                                     
|                                                                     
|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-5

---

|                             |                     |  |   |            |  |   |            |  |   |             |   |   |               |  
|---------------------------- | ------------------- |  | - | ---------- |  | - | ---------- |  | - | ----------- | - | - | ------------- | -
|                             |                     |  |   |            |  |   |            |  |   | 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        |  
|                             |                     |  |   |            |  |   |            |  |   |             |   |   |               |  
|Net loss                     | -                   |  |   | -          |  |   | -          |  |   | (43,800     | ) |   | (43,800       | )
|                             |                     |  |   |            |  |   |            |  |   |             |   |   |               |  
|Balance, April 30, 2001      | 8,400,000           |  |   | 8,400      |  |   | 79,800     |  |   | (43,800     | ) |   | 44,400        |  
|                             |                     |  |   |            |  |   |            |  |   |             |   |   |               |  
|Net loss for the year        | -                   |  |   | -          |  |   | -          |  |   | (64,290     | ) |   | (64,290       | )
|                             |                     |  |   |            |  |   |            |  |   |             |   |   |               |  
|Balance, April 30, 2002      | 8,400,000           |  |   | 8,400      |  |   | 79,800     |  |   | (108,090    | ) |   | (19,890       | )
|                             |                     |  |   |            |  |   |            |  |   |             |   |   |               |  
|Net loss for the year        | -                   |  |   | -          |  |   | -          |  |   | (37,787     | ) |   | (37,787       | )
|                             |                     |  |   |            |  |   |            |  |   |             |   |   |               |  
|Balance, April 30, 2003      | 8,400,000           |  | $ | 8,400      |  | $ | 79,800     |  | $ | (145,877    | ) | $ | (57,677       | )

The accompanying notes are an integral part of these financial
  statements

F-6

---

|                                                           |   |            |   |   |            |   |   |            |  
|---------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | -
|                                                           |   | Cumulative |   |   |            |   |   |            |  
|                                                           |   | Amounts    |   |   |            |   |   |            |  
|                                                           |   | From       |   |   |            |   |   |            |  
|                                                           |   | Inception  |   |   |            |   |   |            |  
|                                                           |   | (July 27,  |   |   |            |   |   |            |  
|                                                           |   | 2000) to   |   |   | Year Ended |   |   | Year Ended |  
|                                                           |   | April 30,  |   |   | April 30,  |   |   | April 30,  |  
|                                                           |   | 2003       |   |   | 2003       |   |   | 2002       |  
|                                                          
|                                                          
|CASH FLOWS FROM OPERATING ACTIVITIES                       |   |            |   |   |            |   |   |            |  
|Net loss                                                   | $ | (145,877   | ) | $ | (37,787    | ) | $ | (64,290    | )
|Item not affecting cash:                                   |   |            |   |   |            |   |   |            |  
|Accrued
      management fees to related parties           |   | 4,420      |   |   | -          |   |   | 4,420      |  
|                                                          
|Change in non-cash items:                                  |   |            |   |   |            |   |   |            |  
|Increase in
      accounts payable and accrued liabilities |   | 23,940     |   |   | 13,381     |   |   | 1,158      |  
|                                                          
|Net cash used in operating activities                      |   | (117,517   | ) |   | (24,406    | ) |   | (58,712    | )
|                                                          
|                                                          
|CASH FLOWS FROM FINANCING ACTIVITIES                       |   |            |   |   |            |   |   |            |  
|Issuance of common stock for cash                          |   | 88,200     |   |   | -          |   |   | -          |  
|Proceeds from related party advances                       |   | 29,410     |   |   | 23,428     |   |   | 5,982      |  
|                                                          
|Net cash provided by financing activities                  |   | 117,610    |   |   | 23,428     |   |   | 5,982      |  
|                                                          
|                                                          
|Increae (decrease) in cash during the period               |   | 93         |   |   | (978       | ) |   | (52,730    | )
|                                                          
|                                                          
|Cash, beginning of period                                  |   | -          |   |   | 1,071      |   |   | 53,801     |  
|                                                          
|                                                          
|Cash, end of period                                        | $ | 93         |   | $ | 93         |   | $ | 1,071      |  
|                                                          
|                                                          
|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-7

---

|
|

|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 accounting principles generally accepted 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. 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.

| |                                                        |   |          |   |   |          |  
| | ------------------------------------------------------ | - | -------- | - | - | -------- | -
| |                                                        |   | 2003     |   |   | 2002     |  
|
| | Deficit accumulated during the exploration
      stage | $ | (145,877 | ) | $ | (108,090 | )
| | Working capital (deficiency)                           |   | (57,677  | ) |   | (19,890  | )

|3. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 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-8

---

|
|

|3. | SIGNIFICANT ACCOUNTING POLICIES(cont'd...)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Mineral properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | Costs of acquisition, exploration, carrying, and
        retaining unproven properties are expensed as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | Environmental requirements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | The Company is not aware of any environmental requirements
        or liabilities related to mineral claims acquired. As a result, an estimate
        of any future environmental cost cannot be made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   | Economic dependence                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   | The Company is dependent on one of its stockholders
        for working capital in order to continue operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | Recent accounting pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | In August 2001, FASB issued Statements of Financial
        Accounting Standards No. 144, “Accounting for the Impairment on
        Disposal of Long-lived Assets” (“SFAS 144”), which supersedes
        Statements of Financial Accounting Standards No. 121, “Accounting
        for the Impairment of Long-lived Assets and for Long-lived Assets to be
        Disposed of”. SFAS 144 requires that long-lived assets that are
        to be disposed of by sale be measured at the lower of book value or fair
        value less cost to sell. Additionally, SFAS 144 expands the scope of discontinued
        operations to include all components of an entity with operations that
        (1) can be distinguished from the rest of the entity and (2) will be eliminated
        from the ongoing operations of the entity in a disposal transaction. SFAS
        144 is effective for fiscal years beginning after December 15, 2001, and,
        generally, its provisions are to be applied prospectively.

F-9

---

|
|

|3. | SIGNIFICANT ACCOUNTING POLICIES(cont'd...)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Recent accounting pronouncements(cont'd...)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | In April 2002, FASB issued Statements of Financial
        Accounting Standards No. 145, “Rescission of FASB Statements No.
        4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections”
        (“SFAS 145”). SFAS 145 eliminates the requirement that gains
        and losses from the extinguishment of debt be aggregated and, if material,
        classified as an extraordinary item, net of the related income tax effect
        and eliminates an inconsistency between the accounting for sale-leaseback
        transactions and certain lease modifications that have economic effects
        that are similar to sale-leaseback transactions. Generally, SFAS 145 is
        effective for transactions occurring after May 15, 2002.                                                                                                        
|  
|   | In June 2002, FASB issued Statements of Financial
        Accounting Standards No. 146, “Accounting for Costs Associated with
        Exit or Disposal Activities” (“SFAS 146”) that nullifies
        Emerging Issues Task Force No. 94-3, “Liability Recognition for
        Certain Employee Termination Benefits and Other Costs to Exit an Activity
        (Including Certain Costs Incurred in a Restructuring)” (“EITF
        94-3”). SFAS 146 requires that a liability for a cost associated
        with an exit or disposal activity be recognized when the liability is
        incurred, whereby EITF 94-3 had recognized the liability at the commitment
        date to an exit plan. The provisions of this statement are effective for
        exit or disposal activities that are initiated after December 31, 2002
        with earlier application encouraged.
|  
|   | In October 2002, FASB issued Statements of Financial
        Accounting Standards No. 147, “Accounting of Certain Financial Institutions
        – an amendment of FASB Statements No. 72 and 44 and FASB Interpretation
        No. 9” (“SFAS 147”). SFAS 147 requires the application
        of the purchase method of accounting to all acquisitions of financial
        institutions, except transactions between two or more mutual enterprises.
        SFAS 147 is effective for acquisitions for which the date of acquisition
        is on or after October 1, 2002.                                                                                                                                                                                                                                                                                                     
|  
|   | In December 2002, FASB issued Statements of Financial
        Accounting Standards No. 148, “Accounting for Stock- Based Compensation
        – Transition and Disclosure – an amendment of FASB Statement
        No. 123” (“SFAS 148”). SFAS 148 amends FASB Statement
        No. 123 to provide alternative methods of transition for a voluntary change
        to the fair value based method of accounting for stock-based employee
        compensation. In addition, SFAS 148 amends the disclosure requirements
        of FASB Statement No. 123 to require prominent disclosures in both annual
        and interim financial statements about the method of accounting for stock-based
        employee compensation and the effect of the method used on reported results.
        SFAS 148 is effective for fiscal years ending after December 31, 2002.              
|  
|   | In April 2003, 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-10

---

|
|

|3. | SIGNIFICANT ACCOUNTING POLICIES(cont'd...)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Recent accounting pronouncements(cont'd...)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | In November 2002, the FASB issued Interpretation
        No. 45, or FIN 45,"Guarantor's Accounting and Disclosure Requirements
        for Guarantees, including Indirect Guarantees of Indebtedness of Others."
        The interpretation requires disclosure about the nature and terms of obligations
        under certain guarantees that we have issued. The interpretation also
        clarifies that a guarantor is required to recognize, at inception of a
        guarantee, a liability for the fair value of the obligation undertaken
        in issuing a guarantee. The initial recognition and initial measurement
        provisions are applicable on a prospective basis to guarantees issued
        or modified after December 31, 2002. The disclosure requirements in this
        interpretation are effective immediately. We do not expect to be impacted
        by the issuance of FIN 45.
|  
|   | On January 17, 2003, the FASB issued FIN 46, "Consolidation
        of Variable Interest Entities, An Interpretation of Accounting Research
        Bulletin No. 51." The primary objectives of FIN 46 are to provide guidance
        on how to identify entities for which control is achieved through means
        other than through voting rights (variable interest entities, or VIE)
        and how to determine when and which business enterprise should consolidate
        the VIE. This new model for consolidation applies to an entity in which
        either (1) the equity investors do not have a controlling financial interest
        or (2) the equity investment at risk is insufficient to finance that entity's
        activities without receiving additional subordinated financial support
        from other parties.                                                                    
|  
|   | The adoption of these new pronouncements is not
        expected to have a material effect on the Company's financial position
        or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|4. | MINERAL PROPERTY COSTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   | Pursuant to an agreement dated April 30, 2001, the
        Company acquired a 100% interest in certain mining claims located in the
        Whitehorse Mining District of the Yukon Territory in Canada for $6,416
        (CDN$10,000 - paid). As the claims do not contain any known reserves,
        the acquisition costs were expensed during the period ended April 30,
        2001. The property is subject to a 2% Net Smelter Returns royalty ("NSR")
        payable to the vendor. If, after commencement of commercial production,
        the NSR payable to the vendor in any calendar year is less than $12,832
        (CDN$20,000), then the Company will be obligated to pay to the vendor
        the difference between the $12,832 and the actual NSR paid for the
        year. The royalty will terminate once the vendor receives a total of CDN$1,000,000
        in royalty payments.        
|  
|   | If the Company abandons the property, the Company
        is obligated to maintain the claims in good standing for a minimum period
        of one year from the date of abandonment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   | The mineral property claims originally expired on
        November 27, 2001. During the year ended April 30, 2002, the mineral property
        claims were renewed for a term of one year and expire on November 27,
        2002. During the year ended April 30, 2003, the Company renewed the mineral
        property claims for a further term of one year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | The Company has begun phase II of the exploration
        program with an estimated cost of CDN$25,000. To date, the Company
        has incurred expenses of $16,056 (CDN$25,000) towards this exploration
        program.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-11

---

|
|

|5. | DUE TO RELATED PARTIES                                                                                                                                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Amounts due to a director and to a company controlled
        by a director of the Company are non-interest bearing, unsecured and have
        no fixed terms of repayment.                                      
|  
|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. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                        
|  
|   | During the year ended April 30, 2003, the Company
        had no amounts paid or management fees accrued (2002 - $9,630) to
        a company controlled by the director of the Company.                          
|  
|   | These transactions were in the normal course of
        operations and were measured at the exchange value which represented the
        amount of consideration established and agreed to by the related parties.
|  
|8. | INCOME TAXES                                                                                                                                                                                                      
|  
|   | A reconciliation of income taxes at statutory rates
        with the reported taxes is as follows:                                                                                                                

| |                                                                                              |   |         |   |   |         |  
| | -------------------------------------------------------------------------------------------- | - | ------- | - | - | ------- | -
| |                                                                                              |   | 2003    |   |   | 2002    |  
| | Net loss
      for the year                                                                  | $ | (37,787 | ) | $ | (64,290 | )
| |                                                                                              |   |         |   |   |         |  
| | Expected income tax recovery                                                                 | $ | 12,848  |   | $ | 21,859  |  
| | Non-deductible expenses                                                                      |   | (88     | ) |   | (835    | )
| | Unrecognized current benefit of operating
      losses                                       |   | (12,760 | ) |   | (21,024 | )
| |                                                                                              |   |         |   |   |         |  
| | Total income
      taxes                                                                     | $ | -       |   | $ | -       |  
| |                                                                                              |   |         |   |   |         |  
| | The significant components of the Company's future income taxes
      assets are as follows: |   |         |   |   |         |  
| |                                                                                              |   |         |   |   |         |  
| |                                                                                              |   | 2003    |   |   | 2002    |  
| | Future income tax assets:                                                                    |   |         |   |   |         |  
| | Operating loss carryforwards                                                                 | $ | 49,300  |   | $ | 36,720  |  
| |                                                                                              |   |         |   |   |         |  
| |                                                                                              |   | 49,300  |   |   | 36,720  |  
| | Valuation allowance                                                                          |   | (49,300 | ) |   | (36,720 | )
| |                                                                                              |   |         |   |   |         |  
| | Net future
      income tax asset                                                            | $ | -       |   | $ | -       |  

F-12

---

|
|

|8.  | INCOME TAXES(cont'd...)                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | The Company has available for deduction, against
        future taxable income operating losses of approximately $145,000 (2002
        - $108,000). 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.                                       
|   
|9.  | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    | The Company's financial instruments consist of cash,
        accounts payable and accrued liabilities and amounts due to related parties.
        Unless otherwise noted, it is management's opinion that the Company is
        not exposed to significant interest, currency or credit risks arising
        from these financial instruments. The fair value of these financial instruments
        approximates their carrying values, unless otherwise noted.
|   
|10. | SEGMENT INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    | The Company operates in one reportable segment,
        being the exploration of mineral properties, in Canada.                                                                                                                                                                                                                                                                                                                                                   
|   
|11. | CONTINGENCIES                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    | The Company has not filed its required annual and
        quarterly reports with the Securities and Exchange Commission since January
        2003. As a result, the Company is delinquent with respect to their reporting
        obligations under the Securities and Exchange Act of 1934.                                                                                                                                                                     

F-13

---

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

On March 14, 2003, Davidson & Company (“Davidson”)
  was dismissed as our independent accountants. On March 14, 2003 our board of
  directors decided to engage Dohan and Company, CPA's, P.A., to serve as
  our independent accountants and approved the change of independent accountants.
  The reports of Davidson on our consolidated financial statements for the past
  two fiscal years contained no adverse opinion or disclaimer of opinion, and
  were not qualified or modified as to audit scope or accounting principles.

During our two most recent fiscal years, we had no disagreements
  with Davidson on any matter of accounting principles or practices, financial
  statement disclosure, or auditing scope or procedure, which disagreements, if
  not resolved to the satisfaction of Davidson, would have caused Davidson to
  make reference to the subject matter of the disagreement in connection with
  its reports on our financial statements for such years and interim periods.
  During our two most recent fiscal years, there were no "reportable events,"
  as defined in Item 304(a)(3) of Regulation S-B. We reported the change in accountants
  on Form 8-K on March 17, 2003. The Form 8-K contained a letter from Davidson,
  addressed to the SEC, stating that it agreed with the statements concerning
  Davidson in such Form 8-K.

ITEM 8A.     CONTROLS AND PROCEDURES.

|(A) | Evaluation Of Disclosure Controls And Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | As of the end of the period covered by this report,
        we carried out an evaluation, under the supervision and with the participation
        of our principal executive officer and principal financial officer, of
        the effectiveness of the design and operation of our disclosure controls
        and procedures. Our disclosure controls and procedures are designed to
        provide a reasonable level of assurance that our disclosure control objectives
        are achieved. Our principal executive officer and principal financial
        officer has concluded that our disclosure controls and procedures are,
        in fact, effective at providing this reasonable level of assurance as
        of the period covered.
|   
|(B) | Changes In Internal Controls Over Financial Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    | In connection with the evaluation of our internal
        controls during our last fiscal quarter, our principal executive officer
        and principal financial officer has determined that there are no changes
        to our internal controls over financial reporting that has materially
        affected, or is reasonably likely to materially effect, our internal controls
        over financial reporting.                                                                                                                                                                                                                                                                                                                                 

ITEM 8B.      OTHER INFORMATION.

As more fully discussed in Note 11 to the audited financial
  statements included in this Annual Report, we have not filed our required annual
  and quarterly reports with the SEC since January, 2003 and as a result are delinquent
  with respect to our reporting obligations under the Securities and Exchange
  Act of 1934.

Page 20

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PART III

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

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Mr. G. W. Norman Wareham,Age 52, is our president,
  treasurer and our sole director. Mr. Wareham has been our president, treasurer
  and our sole director since July 31, 2000. Mr. Wareham has been president of
  Wareham Management Ltd., a private consulting company owned by Mr. Wareham,
  since May 1996. Mr. Wareham has provided management and accounting consulting
  services to a number of public companies in the United States and Canada through
  Wareham Management Ltd. From July 1995 to January 1996, Mr. Wareham was an accountant
  with the certified general accounting firm of Wanzel, Sigmund & Overes.
  From April 1993 to February 1995, Mr. Wareham served as president and chief
  executive officer of Transatlantic Financial Corp., a private investment banking
  company. From August 1986 to March 1993, Mr. Wareham provided accounting and
  management consulting services through Wareham & Company.

Mr. Wareham has served as a director of the following public
  companies:

|1. | Mr. Wareham has been a director of Widepoint Corporation
        (“Widepoint”) (formerly ZMAX Corporation) since September
        1996. Widepoint is a public company engaged in the business of information
        technology consulting whose shares are traded on the OTC Bulletin Board.                                                                                                              
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Mr. Wareham has been a director of International
        PetroReal Oil Corporation since January 2005. International PetroReal
        Oil Corporation is a public company engaged in the business of exploration
        and acquiring and the development of new oil and gas properties whose
        shares are traded on the TSX Venture Exchange.                                                      
|  
|3. | Mr. Wareham has been a director of Canamra Oil Corporation
        since April 27, 2005. Canamara is a public company engaged in the business
        of oil and gas exploration and development whose shares are traded on
        the TSX Venture exchange.                                                                                                                                               
|  
|4. | Mr. Wareham was a director and the secretary and
        treasurer of ASP Ventures Corp. (“ASP”) from April 1999 to
        March 2001. ASP is 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. ASP is currently inactive
        to Mr. Wareham's knowledge.        
|  
|5. | Mr. Wareham was a director and the president, secretary
        and treasurer of Bullet Environmental Technologies, Inc. (“Bullet”)
        from March 1999 to March 2001. Bullet is a public company whose shares
        are traded on the OTC Bulletin Board.                                                                                                                                            
|  
|6. | Mr. Wareham was a director of Cybernet Internet
        Services International, Inc. (“Cybernet Int'l”) from
        May 1997 to December 2001. Cybernet Int'l is a public company whose
        shares are traded on the OTC Bulletin Board. Cybernet Int'l operates
        an Internet service provider business based in Munich, Germany.                                                               
|  
|7. | Mr. Wareham was a director and the president, secretary
        and treasurer of Quantum Power Corporation (“Quantum”) from
        December 1998 to March 2001. Quantum is a public company whose shares
        are traded on the pink sheets market. Quantum is currently inactive to
        Mr. Wareham's knowledge.                                                                                   
|  
|8. | 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 is a public company
        engaged in the business of pharmaceutical drug production whose shares
        were previously traded on the OTC Bulletin Board. ImuMed Int'l is
        currently inactive to Mr. Wareham's knowledge.

Page 21

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|9.  | Mr. Wareham was a director and the secretary, treasurer
        and chief financial officer of San Antonios Resources Inc. (“San
        Antonios”) since February 1998 until August 2002. San Antonios is
        a public company engaged in the business of mineral exploration whose
        shares are traded on the OTC Bulletin Board.                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|10. | Mr. Wareham was a director of Solar Energy Limited
        (“Solar Energy”) since February 1997 until August 2002. Solar
        Energy is a public company engaged in the business of renewable energy
        whose shares are traded on the OTC Bulletin Board.                                                                                                                                                                                                                                                                                                                        
|   
|11. | Mr. Wareham was a director of Aquaplan, Inc. (“Aquaplan”)
        from May 1997 to July 1999. Aquaplan is a public company that was engaged
        in the business of developing technology for the aquaculture industry
        during the period of Mr. Wareham's involvement and whose shares are traded
        on the OTC Bulletin Board. The aquaculture industry involves the commercial
        raising of fish and other seafood products in contained pens. Aquaplan
        is currently inactive to Mr. Wareham's knowledge.                                                 
|   
|12. | Mr. Wareham was a director and the chief financial
        officer and secretary of Marine Shuttle Operations Inc. (“Marine
        Shuttle”) from during 1998 and 1999. Marine Shuttle is a public
        company engaged in the development of an offshore shuttle for oil rigs
        whose shares are traded on the OTC Bulletin Board.                                                                                                                                                                                                                                             
|   
|13. | Mr. Wareham was a director and the secretary and
        treasurer of Novamed, Inc. (“Novamed”) from 1998 to March
        1999. Novamed is a public company whose shares are traded on the OTC Bulletin
        Board. Novamed was engaged in attempting to develop an alternate form
        of breast implant technology during the period of Mr. Wareham's involvement.                                                                                                                                                                                                               
|   
|14. | Mr. Wareham was a director of Pyrocap International,
        Inc. (“Pyrocap”) from 1998 to February 1999. Pyrocap is a
        public company engaged in the business of fire retardants whose shares
        are traded on the OTC Bulletin Board.                                                                                                                                                                                                                                                                                                                                       
|   
|15. | Mr. Wareham was a director of Bio-Preserve International,
        Inc. (“Bio-Preserve Int'l”) from 1998 to February 1999.
        Bio-Preserve Int'l is a public company that was engaged in acquiring
        medical equipment technology whose shares were traded on the OTC Bulletin
        Board and are now traded on the pink sheets.                                                                                                                                                                                                                                             
|   
|16. | Mr. Wareham was a director of Anthian Resource Corp.
        (“Anthian”) from June 1998 to June 2000. Anthian is a public
        company engaged in the business of mineral exploration whose shares are
        traded on the TSX Venture Exchange. Anthian was engaged in the mineral
        exploration for gold and copper during the term of Mr. Wareham's involvement.
        Anthian was designated an inactive issuer by the TSX Venture Exchange
        in October 2001.                                                                                                     
|   
|17. | Mr. Wareham was a director of Orko Gold Corp. from
        February 1997 to April 2000. Orko Gold Corp. is a public company engaged
        in the business of mineral exploration whose shares are traded on the
        TSX Venture Exchange. Orko Gold was engaged in the mineral exploration
        of prospective gold properties in South America during the term of Mr.
        Wareham's involvement. Public filings made by Orko Gold indicate this
        company is currently in the process of changing from a mineral exploration
        company to an investment company.
|   
|18. | Mr. Wareham was a director and secretary of Pine
        Resources Inc. (“Pine”) (formerly Intercap Resource Management
        Ltd.) from May 1996 to October 1998. Pine was at the time a public company
        engaged in the business of oil and gas exploration whose shares were traded
        on the TSX Venture Exchange. Pine owned an interest in producing oil and
        gas properties in Yemen during the term of Mr. Wareham's involvement.                                                                                                                             
|   
|19. | Mr. Wareham was a director of Triune Resources Ltd.
        (“Triune”) from February 1997 to May 1997. Triune is a public
        company engaged in the business of mineral exploration whose shares are
        traded on the TSX Venture Exchange. Triune was engaged in planning its
        mineral exploration activities during the term of Mr. Wareham's involvement.
        Triune is currently inactive to Mr. Wareham's knowledge.                                                                                                                                            

Page 22

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|20. | Mr. Wareham was a director of Quest International
        Resources Corp. (“Quest Int'l”) (formerly Consolidated
        Ramrod Gold Corp.) from November 1995 to May 1997. Quest Int'l is
        a public company engaged in the business of mineral exploration whose
        shares are traded on the TSX Venture Exchange. Quest Int'l was engaged
        in the business of exploration for gold in Nevada and Idaho. Mr. Wareham
        is not aware of the current business of Quest Int'l.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Ian Fraser.Age 46, is our secretary. Mr. Fraser has
  been our secretary since May 10, 2004. Mr. Ian 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.

Committees of the Board Of Directors

We do not have a separately-designated standing audit committee.
  Our sole board member performs the functions of the audit and nominating committees.
  Normark's audit committee is responsible for: (1) selection and oversight
  of our independent accountant; (2) establishing procedures for the receipt,
  retention and treatment of complaints regarding accounting, internal controls
  and auditing matters; (3) establishing procedures for the confidential, anonymous
  submission of concerns regarding accounting and auditing matters; (4) engaging
  outside advisors; and, (5) funding for the outside auditory and any outside
  advisors engagement by the audit committee. We presently do not have a compensation
  committee, an executive committee of our board of directors, stock plan committee
  or any other committees.

Audit Committee Financial Expert

Normark has determined that Mr. Wareham qualifies as an audit
  committee financial expert, as defined in applicable SEC rules. The Board made
  a qualitative assessment of Mr. Wareham's level of knowledge and experience
  based on a number of factors, including his formal education and experience
  as a chief executive officer for a number of public reporting companies.

Code of Ethics

We adopted a Code of Ethics applicable to our Chief Executive
  Officer, Chief Financial Officer, and Corporate Controller, which is a "code
  of ethics" as defined by applicable rules of the SEC. Our Code of Ethics is
  attached as an exhibit to this Annual Report on Form 10-KSB for the year ended
  April 30, 2003. 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 chief executive
  officer, chief financial 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, 2002 all of our executive officers, directors and
  greater than 10% beneficial owners complied with all Section 16(a) filing requirements
  applicable to them, except for the following:

Page 23

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|Name and Principal Position                                                                                                                                                              | Number of Late Reports | Transactions NotTimely Reported | Known Failures
      to File a RequiredForm
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------- | ------------------------------- | -------------------------------------------
|G.W. Norman Wareham
      President, Chief Executive Officer, 
      Chief Financial Officer, Treasurer 
      and Director
      343040 Sideroad 23, RR 2
      Annan, Ontario, N0H 1B0 | 1                      | 2                               | -                                          
|Ian Fraser
      Secretary
      3056 West 2nd Avenue
      Vancouver, BC V6K 1K4                                                                                                        | 1                      | 1                               | -                                          

ITEM 10.     EXECUTIVE COMPENSATION.

The table below summarizes all compensation awarded to, earned
  by, or paid to our executive officers for all services rendered in all capacities
  to us for the fiscal year ended April 30 2003, 2002 and 2001.

Summary Compensation Table

|                                |                                       | Annual Compensation        |                   | Long Term Compensation |                             
|------------------------------- | ------------------------------------- | -------------------------- | ----------------- | ---------------------- | ----------------------------
|Name                            | Title                                 | Year                       | Salary(1)($)      | Bonus($)               | Other Annual Compensation($)
|G.W.
      Norman
      Wareham | President,
      Treasurer & Director | 2003
      2002
      2001 | 0 $ 9,630 $ 8,025 | 0
      0
      0      | 0
      0
      0           

|(1) | Comprised of amounts paid to Wareham Management
        Limited, a private company owned by Mr. Wareham. The services of Mr. Wareham
        were previously provided to us pursuant to a management agreement with
        Wareham Management Ltd., a private company controlled by Mr. Wareham.
        We previously paid Wareham Management Ltd. a management fee of $1000
        per month. This arrangement was terminated in the fiscal year ended April
        30, 2002.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Stock Option Grants

We did not grant any stock options to the executive officers
  during our most recent fiscal year ended April 30, 2003. We have also not granted
  any stock options to the executive officers since April 30, 2003. We do not
  have any stock options outstanding.

Management Agreement

The services of Mr. Wareham were previously provided to us
  pursuant to a management agreement with Wareham Management Ltd., a company controlled
  by Mr. Wareham. We previously paid Wareham Management Ltd. a management fee
  of $1,000 per month in consideration for Wareham Management Ltd. providing
  management and administration services for us. This management agreement was
  terminated during 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.

The following table sets forth certain information concerning
  the number of shares of our common stock owned beneficially as of June 21, 2005
  by: (i) each person (including any group) known to us to own more than five
  percent (5%) of any class of our voting securities, (ii) each of our directors,
  and (iii) officers and

Page 24

---

directors as a group. Unless otherwise indicated, the shareholders
  listed possess 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 Officers            |                                              |                                                  
|                                            |                                              |                                                   |                                      
|Common Stock                                | G.W. Norman Wareham                          | 4,300,000                                         | 37.3%                                
|                                            | 343040 Sideroad 23, RR 2                     | Direct and Indirect(2)                            |                                      
|                                            | Annan, Ontario, N0H 1B0                      |                                                   |                                      
|                                            |                                              |                                                   |                                      
|Common Stock                                | Ian Fraser                                   | 150,000                                           | *                                    
|                                            | 3056 West 2nd Avenue                         |                                                   |                                      
|                                            | Vancouver, BC V6K 1K4                        |                                                   |                                      
|                                            |                                              |                                                   |                                      
|Common Stock                                | All Directors and Executive Officers         | 4,450,000                                         | 37.4%                                
|                                            | as a Group (Two Persons)                     |                                                   |                                      
|                                            |                                              |                                                   |                                      
|Holders of More than 5% of Our Common Stock |                                              |                                                  
|                                            |                                              |                                                   |                                      
|Common Stock                                | G.W. Norman Wareham                          | 4,300,000                                         | 37.3%                                
|                                            | 343040 Sideroad 23, RR 2                     | Direct and Indirect(2)                            |                                      
|                                            | Annan, Ontario, N0H 1B0                      |                                                   |                                      

|Notes |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*     | Less than 1%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(1)   | Applicable percentage of ownership is
        based on 11,500,000 shares of common stock outstanding as of June 21,
        2005 together with securities exercisable or convertible into shares
        of common stock within 60 days of June 21, 2005 for each stockholder.
        Beneficial ownership is determined in accordance with the rules of the
        SEC and generally includes voting or investment power with respect
        to securities. Shares of common stock subject to securities exercisable
        or convertible into shares of common stock that are currently exercisable
        or exercisable within 60 days of June 21, 2005 are deemed to be beneficially
        owned by the person holding such options for the purpose of computing
        the percentage of ownership of such person, but are not treated as
        outstanding for the purpose of computing the percentage ownership
        of any other person.
|(2)   | Includes 4,200,000 shares in the name
        of G.W. Norman Wareham and 100,000 shares in the name of Mr. Wareham and
        Catherine Wareham, the spouse of Mr. Wareham, as joint owners.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

Page 25

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Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth certain information concerning
  all equity compensation plans previously approved by stockholders and all previous
  equity compensation plans not previously approved by stockholders, as of the
  most recently completed fiscal year.

|EQUITY COMPENSATION PLAN INFORMATION AS AT APRIL
      30, 2003       
|----------------------------------------------------------------------
|Plan Category                                                         
|Equity Compensation Plans
      approved by security holders          
|Equity Compensation Plans
      not approved by security
      holders
|Total                                                                 

ITEM 12.     CERTAIN RELATIONSHIPS
  AND RELATED TRANSACTIONS.

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

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

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

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

We previously entered into a management agreement with Wareham
  Management Ltd., a private company controlled by Mr. Wareham, dated September
  15, 2000. We previously paid Wareham Management Ltd. a management fee of $1,000
  per month in consideration for providing the management and administration services
  of Mr. Wareham. This agreement was terminated in the fiscal year ended April
  30, 2002.

Page 26

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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                                                                                                                                           
|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
|        |                                                                                                                                                          

|(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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND
  SERVICES.

Audit Fees

The aggregate fees billed for the two most recently completed
  fiscal years ended April 30, 2003 and April 30, 2002 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, 2003 | Year Ended April 30, 2002
|------------------------ | ------------------------- | -------------------------
|Audit
      Related Fees | $ 7,440                   | $ 7,744                  
|Tax
      Fees           | -                         | -                        
|All
      Other Fees     | -                         | -                        
|Total                    | $ 7,440                   | $ 7,744                  

Page 27

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SIGNATURES

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

NORMARK VENTURES CORP.

|By: | “G.W. Norman Wareham”                                          | 
|--- | -------------------------------------------------------------- | 
|    |                                                                | 
|    | G.W. Norman Wareham                                            | 
|    | Chief Executive Officer                                        | 
|    | Chief Financial Officer                                        | 
|    | (Principal Accounting Officer and Principal Financial Officer) | 
|    | Director                                                       | 
|    | Date:  July 4, 2005                                            | 

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