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FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549



|[X]   | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|----- | ----------------------------------------------------------------------------------------
|      | For the fiscal year ended - June 30, 2005                                               
|      |                                                                                         
|OR    |                                                                                         
|      |                                                                                         
|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|      | For the transition period from                                                          

Commission file number 000-50994

ARDENT MINES LIMITED



|NEVADA                                                         | 88-0471870                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)

1160-1040 West Georgia Street
Vancouver, British Columbia
Canada   V6ED 4H1 
(Address of principal executive offices, including zip code.)

(604) 605-0802
(telephone number, including area code)

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



|     | Title of each class | Name of each exchange on which registered
|---- | ------------------- | -----------------------------------------
|None | None               

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



| | Title of each class | Common Stock
| | ------------------- | ------------

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

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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 referenced in Part III of this Form 10-KSB or any amendment to this Form 10-KSB [   ]

State issuer's revenues for its most fiscal year: June 30, 2005: $-0-.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity. As of June 30, 2005, the value was $-0-.

State the number of shares outstanding of each of the issuer's classes of common equity, as of June 30, 2005: 6,014,450

We make forward-looking statements in this document. Our forward-looking statements are subject to risks and uncertainties. You should note that many factors, some of which are described in this section or discussed elsewhere in this document, could affect our company in the future and could cause our results to differ materially from those expressed in our forward-looking statements. Forward-looking statements include those regarding our goals, beliefs, plans or current expectations and other statements regarding matters that are not historical facts. For example, when we use the words "believe," "expect," "anticipate" or similar expressions, we are making forward-looking statements. We are not required to release publicly the results of any revisions to these forward-looking statements we may make to reflect future events or circumstances.





















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PART I

General

We were incorporated in the State of Nevada on July 27, 2000. We are engaged in the acquisition and exploration of mining properties. We maintain our statutory registered agent's office at Nevada Corporate Headquarter, 101 Convention Center Drive, Suite 700 Las Vegas, Nevada 89109 and our business office is located at 1160-1040 West Georgia Street, Vancouver, British Columbia, Canada V6E 4H1. This is our mailing address as well. Our telephone number is (604) 605-0802.  Taras Chebountchak, our president, supplies this office space on a rent-free basis.

We have no plans to change our business activities or to combine with another business, and we are not aware of any events or circumstances that might cause us to change our plans.

Background

In August 2000, the Company acquired one mineral property containing eight mining claims in British Columbia, Canada by arranging the staking of the same through James Thom, a non affiliated third party. The property is located on Copperkettle Creek, approximately three miles upstream from its confluence with Kettle Creek. It is on the eastern slope of Beaverdale Range of the Monashee Mountains. The claims lie approximately thirty miles east of the town of Penticton, British Columbia. Each claim is 500 meters by 500 meters or 25 hectares. Canadian jurisdictions allow a mineral explorer to claim a portion of available Crown lands as its exclusive area for exploration by depositing posts or other visible markers to indicate a claimed area. The process of posting the area is known as staking. Mr. Anderson, our formal president, paid Mr. Thom $1,282 to stake the claims. The claims were recorded in Mr. Thom's name to avoid paying additional fees, and he has provided the company with a signed and unexecuted Bill of Sale in our favor.

Under British Columbia law title to British Columbia mining claims can only be held by British Columbia residents. In the case of corporations, title must be held by a British Columbia corporation. In order to comply with the law we would have to incorporate a British Columbia wholly owned subsidiary corporation and obtain audited financial statements. We believe those costs would be a waste of our money at this time.

In the event that we find mineralized material and the mineralized material can be economically extracted, we will form a wholly owned British Columbia subsidiary corporation and Mr. Thom will convey title to the property to the wholly owned subsidiary corporation. Should Mr. Thom transfer title to another person and that deed is recorded before we record our documents, that other person will have superior title and we will have none. If that event occurs, we will have to cease or suspend operations. However, Mr. Thom will be liable to us for monetary damages for breaching the terms of his agreement with us. All Canadian lands and minerals which have not been granted to private persons are owned by either the federal or provincial governments in the name of Her Majesty. Ungranted minerals are commonly known as Crown minerals. Ownership rights to Crown minerals are vested by the Canadian Constitution in the province where the minerals are located. In the case of the Company's property, that is the province of British Columbia.



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In the 19th century the practice of reserving the minerals from fee simple Crown grants was established. Legislation now ensures that minerals are reserved from Crown land dispositions. The result is that the Crown is the largest mineral owner in Canada, both as the fee simple owner of Crown lands and through mineral reservations in Crown grants. Most privately held mineral titles are acquired directly from the Crown. Our property is one such acquisition. Accordingly, fee simple title to our property resides with the Crown.

Our claims are mining leases issued pursuant to the British Columbia Mineral Act. The lessee has exclusive rights to mine and recover all of the minerals contained within the surface boundaries of the lease continued vertically downward.

The property is unencumbered and there are no competitive conditions which affect the property. Further, there is no insurance covering the property and we believe that no insurance is necessary since the property is unimproved and contains no buildings or improvements.

To date we have performed early stage work on the property. Our work season in 2004 began late because of the fire hazard from the very hot and dry summer. We have spent $5,000 in 2004 on exploration of the property.

We are presently in the exploration stage and we cannot guarantee that a commercially viable mineral deposit, a reserve, exists in the property until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility.

There are no native land claims that affect title to our property. We have no plans to try interest other companies in our property if mineralization is found. If mineralization is found, we will try to develop the property ourselves.

Claims

The following is a list of tenure numbers, claim, date of recording and expiration date of our claims:



|Claim No. | Document Description   | Date of Recording | Date of Expiration
|--------- | ---------------------- | ----------------- | ------------------
|          |                        |                   |                   
|390015    | Sun #100 Mining Claim. | October 29, 2001  | August 26, 2005   
|390016    | Sun #200 Mining Claim. | October 29, 2001  | August 26, 2005   
|390017    | Sun #300 Mining Claim. | October 29, 2001  | August 26, 2005   
|390018    | Sun #400 Mining Claim. | October 29, 2001  | August 26, 2005   
|390019    | Sun #500 Mining Claim. | October 29, 2001  | August 26, 2005   
|390020    | Sun #600 Mining Claim. | October 29, 2001  | August 26, 2005   
|390021    | Sun #700 Mining Claim. | October 29, 2001  | August 26, 2005   
|390022    | Sun #800 Mining Claim. | October 29, 2001  | August 26, 2005   

In order to maintain these claims we must pay a fee of about CDN$100 per year per claim.

The two additional claims that were staked to cover a historic gold showing adjoin, to the north, the Sun #700 and Sun #800. The new claims details are:

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|Claim Name | Tenure Number | Claim Size | Staking Date    | Expiry Date    
|---------- | ------------- | ---------- | --------------- | ---------------
|           |               |            |                 |                
|Sun #900   | 413828        | 1 Unit     | August 20, 2004 | August 20, 2005
|Sun #1000  | 413829        | 1 Unit     | August 20, 2004 | August 20, 2005

Location and Access

The property is located on Copperkettle Creek, approximately three miles upstream from its confluence with Kettle Creek. It is on the eastern slope of Beaverdale Range of the Monashee Mountains. The claims lie approximately thirty miles east of the town of Penticton, British Columbia. Each claim is 500 meters by 500 meters or 200 hectares.

The property can be accessed by traveling north on Highway 33 from Rock Creek to the town of Westbridge. At Westbridge the Monashee Highway extends north for approximately thirty miles to north of the village of Christian Valley. A fair logging road, passable by car, leads northwest over the ridge and down to the confluence of Sandrift Creek and Copperkettle Creek, to the property and five miles. This road continues northwest along the south side of Copperkettle Creek for several miles. Numerous overgrown logging roads cross the property.

The property is also approximately one hour by car from Rock Creek which contains banking facilities and a supermarket.

Physiography

The property is lies between elevations of 2,800 feet and 3,800 feet. Slopes are in the range of 20 to 40 degrees with occasional bluffs. Vegetation consists mainly of fir, larch and pine, much of it mature second growth.

The property is usually snow-free from June to November, providing a five to six month exploration season. As such, no exploration will take place from approximately December to May. However, development work is possible in the winter depending on local conditions.

Property Geology

Part of the property is covered by volcanic flows which are up to 60,000,000 years old with older rocks underneath. These old rocks and volcanic flows were subsequently altered by invasion of new rocks flowing into cracks. The major type of rocks found on the property are limestone, marble and other sedimentary rocks that are rich in calcium.

We selected the property because gold has been found on other properties nearby. Other than the foregoing, we did not rely on technical information for the selection of the property. Mr. Anderson, our former president and a member of our board of directors from inception on July 27, 2000 to February 8, 2002, was responsible for the selection of the property.

Mineralization

Isolated findings of minerals bearing copper, gold and silver have been found, but none anywhere near economic concentrations.

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History of Previous Work

Records of work in the area start prior to 1913 on the former Lottie F and Sterlingham Fraction Crown grants which are now covered by the SUN 400 and SUN 600 claims. In the 1960s, Asarco Exploration Company conducted a geophysical survey of the properties. In 1970 Mitsui Mining Company owned a block of claims which included the properties. Mitsui drilled three holes exploring for uranium. One of those holes founds small amounts of pyrite, copper and lead. No further work was done and the claims lapsed. A review of the Mitsui work resulted in F. B. Whiting staking the David 1-6, Copket 1-8, and Copket, Copket 2 and Copket 3 claims in 1985 which were contained within our properties. In the same year, Orion Resources Ltd. purchased the claims and carried out mapping and sampling. Mapping and sampling revealed the presence of copper-zinc. Gold and silver were also present. Additional soil sampling and mapping was carried out in 1991. No further exploration was carried out thereafter and the claims were allowed to lapse. There is no assurance that there is any mineralized material on the properties.

Our Proposed Exploration Program

Our exploration target is to find an ore body containing gold. Our success depends upon finding mineralized material. This includes technical studies to determine if the property contains reserves. Mineralized material is a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. If we don't find mineralized material or we cannot remove mineralized material, either because we do not have the money to do it or because it is not economically feasible to do it, we will cease operations and you will lose your investment.

In addition, we may not have enough money to complete our exploration of our property. If it turns out that we have not raised enough money to complete our exploration program, we will try to raise additional funds from a second public offering, a private placement or loans. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future. In we need additional money and can't raise it, we will have to suspend or cease operations.

We must conduct exploration to determine what amount of minerals, if any, exist on our properties and if any minerals which are found can be economically extracted and profitably processed.

Our property is undeveloped raw land. Exploration and surveying has not been initiated and will not be initiated until we raise money in our public offering. That is because we do not have money to start exploration. Once the offering is concluded, we intend to start exploration operations. To our knowledge, the property has never been mined. The only event that has occurred is the staking of the property by James Thom and a physical examination of the property by Mr. Anderson, our former president and director. The cost of staking the claims was included in the $1,282 paid to Mr. Thom. Before gold retrieval can begin, we must explore for and find mineralized material. After that has occurred we have to determine if it is economically feasible to remove the mineralized material. Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material. We can't predict what that will be until we find mineralized material.



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We do not know if we will find gold. We believe that activities occurring on adjoining properties are not material to our activities. The reason is that what ever is located under adjoining property may or may not be located under our property.

Our exploration program is designed to economically explore and evaluate our properties.

We do not claim to have any minerals or reserves whatsoever at this time on any of our properties.

We have not selected any specific individual or company to conduct our three phases of exploration, although this season's exploration was carried out by local contractor MadMan Mining Corp. We would expect to hire someone or a company such as MadMan that has experience in exploration in British Columbia and who can conduct our plan of exploration within the budget we have available. The mining and mining industres industry in British Columbia have been somewhat depressed and many exploration companies, engineers and geologists were willing to render services at low rates; this is rapidly changing as metal prices rise and there is greater incentive to find new mines, and exploration activity is concomitantly rising.

Our exploration program is designed to proceed in the following three phases:

Phase 1 will begin with research of the available geological literature, personal interviews with geologists, mining engineers and others familiar with the prospect sites. We intend to interview and possibly pay fees to consulting geologists with knowledge of the area or knowledge of areas with analogous regional geology. We will pay geologists fees only on a per day or week basis according to time spent on research or field activities. We also intend to interview or engage other geologists or field workers familiar with the area.

When the research is completed, our initial work will be augmented with geologic mapping, geophysical testing and geochemical testing of our claims. A flagged grid extending the length and width of the property will be established, probably at 100 meter spacings, and ground-based magnetic and MaxMin geophysical surveys will be taken. Soil and rock samples will also be extracted. When available, existing workings like trenches, prospect pits, shafts or tunnels will be examined. If an apparent mineralized zone is identified and narrowed down to a specific area by the studies, we will begin trenching the area. We intend to analyze our samples by first logging their geological features and then analyzing some of them chemically through Acme Laboratories in Vancouver, Canada. We would do a 32-element test to include precious and base metals as well as indicator elements.

Laying out the grid will cost approximately $1,400. We may take 80 mineral samples and expect chemical analysis to cost $16 each. The magnetic and MaxMin surveys should cost $5,400. Costs may vary with if more or less samples are taken and if weather conditions are better or worse than expected.





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Trenches are generally approximately 150 ft. in length and 7 to 10 feet wide. We estimate the cost of one trench to be approximately $5,000. This includes the cost of reclaiming the trench under favorable conditions. These dimensions allow for a thorough examination of the surface of the vein structure types generally encountered in the area. They also allow easier restoration of the land to its pre-exploration condition when we conclude our operations. Once excavation of a trench is completed, samples are taken and then analyzed for economically potential minerals that are known to have occurred in the area. As in the case of soil and rock samples from the grid, we would first log their visible geological features and then analyze some of them chemically by a standard 32-element test to include precious and base metals as well as indicator elements. Careful interpretation of this available data collected from the various tests aid in determining whether or not the prospect has current economic potential and whether further exploration is warranted.

Some factors we may consider when we make a decision to go underground will be the revelation of veins, if any, by trenching and inspection of the surface geology in the area as well as assays of samples. Confirmation of vein depth by geophysical techniques would be a plus.

Phase 1 will take about 3 months and cost up to $20,000.

Phase 2 involves an initial examination of the underground characteristics of the vein structure that was identified by Phase 1 of exploration. Phase 2 is aimed at identifying any mineral deposits of potential economic importance. The methods employed are more extensive trenching, more advanced geophysical work, and drift driving.

Drift driving is the process of constructing a tunnel to take samples of minerals for testing. Later, the tunnel can be used for mining minerals . The geophysical work gives a general understanding of the location and extent of mineralization at depths that are unreachable by surface excavations and provides a target for more extensive trenching and core drilling. Trenching identifies the continuity and extent of mineralization, if any, below the surface. After a thorough analysis of the data collected in Phase 2, we will decide if the property warrants a Phase 3 study. We believe that it will cost approximately $150 per foot to drive a drift on our property and we intend to drift drive up to a maximum of 300 feet. We have allocated up to $5,000 for trenching; $5,000 for geophysical work; and, $45,000 for drift driving.

Phase 2 will take about 3 months and cost up to $55,000.

Phase 3 is aimed at precisely defining the depth, the width, the length, the tonnage and the value per ton of any mineral body. This is accomplished through extensive drift driving. We will determine the depth of the mineralization by extrapolation from geophysical surveys. However, after review of all then-current data by a geologist, and depending on the budget and the cash available, the program could be reconsidered and core hole drilling could possibly be warranted.

Phase 3 will take about 6 months and cost up to $80,000.

The breakdown of estimated times and dollars for each phase was made by the board of directors.

We do not intend to interest other company in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.



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If we are unable to complete any phase of exploration because we don't have enough money, we will cease operations until we raise more money. If we can't or don't raise more money, we will cease operations. If we cease operations, we don't know what we will do and we don't have any plans to do anything.

We cannot provide you with a more detailed discussion of how our exploration program will work and what we expect will be our likelihood of success. That is because we have a piece of raw land and we intend to look for gold. We may or may not find any mineralized material. We hope we do, but it is impossible to predict the likelihood of such an event.

We will not move on to a subsequent phase until the phase we are working on is completed. We will determine when that occurs.

We do not have any plan to take our company from Phase 3 exploration to revenue generation. That is because we have not found anything yet and it is impossible to project revenue generation from nothing.

We have received partial results from soil surveys that we conducted on Sun claims in August 2004.

The first phase exploration program was completed on the Sun #100 - Sun #800 claims and new Sun #900 and Sun #1000 claims located in the Copper Kettle Creek/Christian Valley area of British Columbia during the period of August 14 to August 24, 2004. The program consisted of the emplacement of a survey control grid, the collection of soil & rock samples, prospecting and geological mapping and was completed by Gerard Gallissant, B.A., and a field assistant.

The purpose of this work program was to test for extensions of the mineralized zone known to occur within the property boundaries and in the area of the "old gold showing," which occurs immediately north of the property and has now been staked for us.

Summary of worked performed during August 2004:



| | * | 10,000m (6.37 miles) of flagged control grid was emplaced - grid base-line was slashed and blazed and the wing lines were flagged and lightly slashed.  Survey flagging tape with the grid co-ordinates were emplaced every 25m along wing lines.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | * | 240 soil samples were collected on the portions of the grid that covered the eastern extensions of the previously detected soil anomaly and the area of the old gold showing - 52 of these were submitted for analytical testing.                
|
| | * | 12 rock samples were collected - all of these were submitted for analytical testing.                                                                                                                                                             
|
| | * | 2 additional 25ha (62 acres) were staked at the northern end of the existing claims.  The claims were located to cover an "old gold showing" that was mentioned in historic data.                                                                



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The grid was emplaced on the eastern half of the property specifically over the Sun #400, #600, #800 and #1000 claims. The grid coverage included two targets; the first is the eastern extension of a gold, copper and zinc anomaly discovered by previous explorers; the second is the area covering and immediately surrounding the "old gold showing."

A total of 240 soil samples were collected on the portions of the grid that covered the eastern extensions of the previously detected soil anomaly and the area of the old gold showing.

The 12 rock samples were collected from old pits and trenches that were located during the exploration program. Some of the old trenches found were not plotted/mapped on the previous explorers maps. Several of the rock samples are very well mineralized with heavy sulphide content (+20%) and visible chalcopyrite (copper). The samples collected from the pits located at the "old gold showing" were heavily oxidized and weathered without any visible sulphide content.

The two additional claims that were staked to cover a historic gold showing adjoin, to the north, the Sun #700 and Sun #800. The new claims details are:



|Claim Name | Tenure Number | Claim Size | Staking Date    | Expiry Date    
|---------- | ------------- | ---------- | --------------- | ---------------
|           |               |            |                 |                
|Sun #900   | 413828        | 1 Unit     | August 20, 2004 | August 20, 2005
|           |               |            |                 |                
|Sun #1000  | 413829        | 1 Unit     | August 20, 2004 | August 20, 2005

Assays for gold in the 52 samples that were successfully assayed were disappointing. Only three samples exceed 7 ppb, and those were 8, 12 and 28 with no particular correlation to any known structure. Analysis of copper and 27 other elements showed mediocre results. Only three samples contained copper values in excess of 100 ppm with the highest being 160 ppm.

Soil Sample Results:

The 52 soil samples submitted for analysis (gold + 30 element ICP) ( these were collected from both the possible eastern anomaly extension area and at the site of the old gold showing)

Gold results: only 3 samples returned greater than 7 ppb. These were 8, 12 and 28 ppb Au.  (the 28 ppb Au is located at the site of an old pit)

Copper results - only 3 samples returned greater than 100ppb.  These were 100, 101 and 160 ppm.

The results from the other "pathfinder" elements (As, Pb, Zn) were also very low and failed to demonstrate any patterns in mineralization.

Rock Sample Results:

The highest gold value returned from rock samples is 6ppb and the highest copper value is 0.3% Cu from a different sample.



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Discussion of Results:

The balance of the soil samples should not be analyzed as they were collected to the east of the previously detected soil anomaly and the results for the samples submitted demonstrate that this anomaly does not extend to the east.  A fault, which corresponds with and basically marks the eastern boundary of the anomaly, was located in the field.

The soil samples collected in the area of the "old gold showing" did not return anomalous values either.  It is most likely, as there is not a corresponding geochemical anomaly, that the "old gold showing" was a embellishment (or wishful thinking) from an old time prospector or a local blow out or pod of mineralization.

Additional work could be done on the property to further investigate the known mineralization, however, even with favorable results the overall ultimate size of the project would most likely not be of economic importance.  If metal prices continue to climb the project may work.However, in the interim I think that there are many other "larger scale" projects available that could be acquired and advanced with much less risk.

Based on these results management is considering what to do.

Plan of Operation

Our auditor issued a "going concern" opinion; this means that there is doubt that we can continue as an ongoing business for the next twelve months.

The Company is constrained for cash and so in the next twelve months, the Company does not expect any significant changes in the number of employees and does not expect the purchase or sale of plant or significant equipment. We also have no plan for research and development for any property or product other than our Sun claims. See above overview for development information on the Sun claims.

At June 30, 2005, the Company had a negative working capital of $3,044. A minimum of $2,000 per quarter is needed to cover expenses. The Company hopes to fund itself in the next twelve months by sales of shares in a private placement or loans from shareholders.

Competitive Factors

The gold mining industry is fragmented. We compete with other exploration companies looking for gold. We are one of the smallest exploration companies in existence and indeed can be thought of as an infinitely small participant in the gold mining market. While we compete with other exploration companies, there is no competition for the exploration or removal or mineral from our particular property. Readily available gold markets exist in Canada and around the world for the sale of gold. Therefore, we expect to be able to sell any gold that we are able to recover.





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Regulations

Our mineral exploration program is subject to the Canadian Mineral Tenure Act Regulation. This act sets forth rules for



|  | *                        | locating claims
|- | ------------------------ | ---------------
|* | posting claims          
|* | working claims          
|* | reporting work performed

We are also subject to the British Columbia Mineral Exploration Code which tells us how and where we can explore for minerals. We must comply with these laws to operate our business. Compliance with these rules and regulations will not adversely affect our operations at this stage of our company's evolution.

Environmental Law

We are also subject to the Health, Safety and Reclamation Code for Mines in British Columbia. This code deals with environmental matters relating to the exploration and development of mining properties. Its goals are to protect the environment through a series of regulations affecting:



| | 1. | Health and Safety   
| | -- | --------------------
| | 2. | Archaeological Sites
| | 3. | Exploration Access  

We are responsible to provide a safe working environment, not disrupt archaeological sites, and conduct our activities to prevent unnecessary damage to the property.

We will secure all necessary permits for exploration and, if development is warranted on the property, will file final plans of operation before we start any mining operations. We anticipate no discharge of water into active stream, creek, river, lake or any other body of water regulated by environmental law or regulation. No endangered species will be disturbed. Restoration of the disturbed land will be completed according to law. All holes, pits and shafts will be sealed upon abandonment of the property. It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we start our operations and know what that will involve from an environmental standpoint.

We are in compliance with the act and will continue to comply with the act in the future. We believe that compliance with the act will not adversely affect our business operations in the future.

Exploration stage companies have no need to discuss environmental matters, except as they relate to exploration activities. The only "cost and effect" of compliance with environmental regulations in British Columbia is returning the surface to its previous condition upon abandonment of the property. We cannot speculate on those costs in light of our ongoing plans for exploration. In any event, we have not allocated any funds for the reclamation of the property.



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Employees and Employment Agreements

We intend to use the services of subcontractors for manual labor exploration work on our properties. At present, we have no employees, other than our officers and directors. Our officers and directors are part-time employees and will devote about 10% of their time to our operation. Our officers and directors do not have employment agreements with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our officers and directors. Mr. Chebountchak handles our administrative duties. Because our officers and directors are inexperienced with exploration, they will hire qualified persons to perform the surveying, exploration, and excavating of our property. Madman Mining Corp. of Vancouver, BC has completed work totaling about $5,000 in the Summer work season of 2005 subsequent to the corporate year end, on a contract basis.

Risks associated with Ardent Mines:

1. Because our auditors have issued a going concern opinion and because our officers and directors will not loan any money to us, we may not be able to achieve our objectives and many have to suspend or cease operations.
2. Because the probability of an individual prospect ever having reserves is extremely remote, in all probability our property does not contain any reserves, and any funds spent on exploration will be lost.
3. We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease operations.
4. If we can't locate qualified personnel, we may have to suspend or cease operations which will result in the loss of your investment.



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Our officers and directors have no direct training or experience in these areas and as a result may not be fully aware of many of the specific requirements related to working within the industry. Their decisions and choices may not take into account standard engineering or managerial approaches, mineral exploration companies commonly use. Consequently our operations, earnings and ultimate financial success could suffer irreparable harm due to management's lack of experience in this industry. As a result we may have to suspend or cease operations which will result in the loss of your investment.

1. We have no known ore reserves. Without ore reserves we can not generate income and if we cannot generate income we will have to cease operations which result in the loss your investment.
2. We don't raise enough money for exploration, we will have to delay exploration or go out of business, which will result in the loss of your investment.
3. Weather interruptions in the province of British Columbia may affect and delay our proposed exploration operations.
4. Because we are small and do not have much capital, we must limit our exploration and as a result may not find an ore body
5. We may not have access to all of the supplies and materials we need to begin exploration which could cause us to delay or suspend operations



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Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locates products, equipment and materials after this offering is complete. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

1. Because Mr. Chebountchak has other outside business activities and will only be devoting 10% of his time to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of exploration
2. Because title to our property is held in the name of another person, if he transfers our property to someone other than us, we will cease operations
3. Because our officer and director still own more than 50% of the outstanding shares after our offering, he will be able to decide who will be directors and you may not be able to elect any directors
4. Because there is no public trading market for our common stock, you may not be able to resell your stock

ITEM 2.     DESCRIPTION OF PROPERTIES.

In August 2000, Reid Anderson, our formal president and a member of the board of directors acquired one mineral property containing eight mining claims in British Columbia, Canada by arranging the staking of the same through James Thom, a non affiliated third party. The claims were recorded in Mr. Thom's name to avoid paying additional fees, and he has provided us with a signed and unexecuted bill of sale in our favor. To date we have performed $5,000 of surface work on our property. The claims lie approximately thirty miles east of the town of Penticton, British Columbia.



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Our administrative office is located at 1160-1040 West Georgia Street, Vancouver , Canada V6E 4H1 and our telephone number is (604) 605-0802 and our registered statutory office is located at 101 Convention Center Drive, Suite 700, Las Vegas, Nevada 89109. Our fiscal year end is June 30. Our mailing address is 1160-1040 West Georgia Street, Vancouver , Canada V6E 4H1.

ITEM 3.     LEGAL PROCEEDINGS.

We are not a party to any pending litigation and none is contemplated or threatened.

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

There were no matters submitted to the shareholders in 2005.

PART II

ITEM 5.     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.

No market exists for our securities and there is no assurance that a regular trading market will develop, or if developed, that it will be sustained. A shareholder in all likelihood, therefore, will be unable to resell the securities referred to herein should he or she desire to do so. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops.

There are no plans, proposals, arrangements or understandings with any person with regard to the development of a trading market in any of our securities. Of the 6,014,450 shares of common stock outstanding as of June 30, 2005, 5,000,000 shares were owned by our officer and director and may only be resold in compliance with Rule 144 of the Securities Act of 1933.

At June 30, 2005, there were twenty-three holders of record.

Dividends

We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.

Section Rule 15(g) of the Securities Exchange Act of 1934

Our company's shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

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Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as "bid" and "offer" quotes, a dealers "spread" and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the NASD's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Securities authorized for issuance under equity compensation plans

We do not have any equity compensation plans and accordingly we have no securities authorized for issuance thereunder.

Status of our public offering

On August 12, 2003, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective, file number was 333-50994, permitting us to offer up to 2,000,000 shares of common stock at $0.10 per share.

We completed our offering of shares to the public on April 2, 2004 by terminating the offer when we could find no further purchasers of our shares. we sold a total of  1,014,450 shares for $0.10 per share. As there were no commissions or other similar offering expenses, the gross and net proceeds of the offering were the same, namely $101,450.00. See the table below for the disposition of the monies received, up to October 29, 2004.



|Received net proceeds: | $                      | 101,445
|---------------------- | ---------------------- | -------
|Less:                  |                        |        
|                       | Accounting and Legal   |        
|                       | Accounts Payable       |        
|                       | General and Admin.     |        
|                       | Mining Exploration     |        
|                       | Related Party          |        
|                       | Stock Transfer Expense |        
|                       | Travel                 |        
|                       |                        |        
|                       | Unallocated Cash:      | $      

From the effective date of the registration statement, no underwriting discounts nor commissions, finders' fees and similar expenses (direct or indirect) were paid.





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From the effective date of the registration statement, no funds were used for the construction of plant, buildings or facilities, no funds were used for purchases of real estate or acquisition of other business or temporary investments other than bank accounts. The expenses as they actually occurred vary from those planned in Ardent Mines Limited's SB-2 filing. In particular, related party payable loans were repaid to Mr. Handford to alleviate his cash flow shortage thus enabling him to continue with the company. Delays in getting the company's shares to trade on the OTCBB (which has not yet occurred) resulted in higher than expected drains on the treasury for accounting expenses and costs in filing quarterly statements. Travel costs were incurred to seek new properties and new sources of private financing.

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION, LIQUIDITY, CAPITAL AND RESULT OF OPERATIONS.

Financial Condition, Liquidity and Capital Resources

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or out predictions.

We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly, we must raise cash from sources other than the sale of minerals found on the property. Our only other source for cash at this time is investments by others in Ardent Mines. We must raise cash to implement our project and stay in business.  It depends upon the amount of exploration we conduct and the cost thereof. We won't know that information until we begin exploring our property.

To meet our need for cash we raised money from our public offering. We cannot guarantee that we will be able to raise enough money through subsequent sources to stay in business. Whatever money we do raise, will be applied to the items set forth in the Use of Proceeds section of our prospectus. If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans from our officers or others. We have no such source at the present.

We have discussed this matter with our officers and directors, however, our officers and directors are unwilling to make any commitment to loan us any money at this time. At the present time, we have not made any arrangements to raise additional cash, other than through our offering. If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.

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We will be conducting research in the form of exploration of our property. Our exploration program is explained in as much detail as possible in the business section of our prospectus. We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until have located a body of ore and we have determined it is economical to extract the ore from the land.

We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.

If we are unable to complete any phase of exploration because we don't have enough money, we will cease operations until we raise more money. If we can't or don't raise more money, we will cease operations. If we cease operations, we don't know what we will do and we don't have any plans to do anything.

We do not intend to hire additional employees at this time. All of the work on the property will be conduct by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guaranty we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we conduct into the research and exploration of our properties before we start production of any minerals we may find. We are seeking equity financing to provide for the capital required to implement our research and exploration phases.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Results of Operations

From Inception on July 27, 2000

We acquired one property containing eight claims. We have staked the property and will begin Phase I of our exploration plan upon completion of this offering. We expect to start Phase I within thirty days of completing our public offering.



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Since inception, we have used our common stock to raise money for the property acquisition, for corporate expenses and to repay outstanding indebtedness. Net cash provided by financing activities from inception on July 27, 2000 to June 30, 2004 was $nil as a result of proceeds received from advances from directors. We have also spent $5,000 approximately, on field work in August, 2004.

Part of the first phase exploration program was completed on the Sun #100 - Sun #800 claims during the period of August 14th to August 24th, 2004.  The program consisted of the emplacement of a survey control grid, the collection of soil & rock samples, prospecting and geological mapping and was completed by Gerard Gallissant, B.A., and a field assistant.

The purpose of this work program was to test for extensions of the mineralized zone known to occur within the property boundaries and in the area of the "old gold showing", which occurs immediately north of the property and has now been staked for Ardent Mines.

A total of 10,000 meters (6.37 miles) of flagged control grid was emplaced. A total of 240 soils samples and 12 rock samples were collected. All of the rock samples and 60 of the soil samples have been submitted to Assayers Canada for analysis, which are expected within about 14 days. Depending on the assay/analytical results of the first 60 soil samples a decision can be made whether or not to submit the additional soil samples for analysis.

The grid was emplaced on the eastern half of the property specifically over the Sun #400, #600, #800 and #1000 claims.  The grid coverage included two targets; the first is the eastern extension of a gold, copper and zinc anomaly discovered by previous explorers; the second is the area covering and immediately surrounding the "old gold showing".

A total of 240 soil samples were collected on the portions of the grid that covered the eastern extensions of the previously detected soil anomaly and the area of the old gold showing.

The 12 rock samples were collected from old pits and trenches that were located during the exploration program. Some of the old trenches found were not plotted/mapped on the previous explorers maps. Several of the rock samples are very well mineralized with heavy sulfide content (+20%) and visible chalcopyrite (copper).  The samples collected from the pits located at the "old gold showing" were heavily oxidized and weathered without any visible sulfide content. Gold, however, does not oxidize and thus may still be emplaced and show upon assay.

Two additional claims that were staked to cover a historic gold showing adjoin, to the north, the Sun #700 and Sun #800. The new claims details are:



|Claim Name | Tenure Number | Claim Size | Staking Date    | Expiry Date    
|---------- | ------------- | ---------- | --------------- | ---------------
|Sun #900   | 413828        | 1          | August 20, 2004 | August 20, 2005
|Sun #1000  | 413829        | 1          | August 20, 2004 | August 20, 2005





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Liquidity and Capital Resources

As of the date of this report, we have yet to generate any revenues from our business operations.

We issued 5,000,000 shares of common stock through a Section 4(2) offering in July 2000. This was accounted for as a compensation expense of $273,048 and advances and reimbursement expenses of $1,952.

We issued 1,014,450 shares at $0.10 per share on an SB-2 offering, which was completed on April 2, 2004.

As of June 30, 2005, our total assets were $206 and our total liabilities were $3,250.

ITEM 7.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

























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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Ardent Mines Limited
(an exploration stage company)

We have audited the accompanying balance sheet of Ardent Mines Limited ("Ardent Mines") as of June 30, 2005, and the related statements of expenses, changes in stockholders' deficit, and cash flows for the years ended June 30, 2005 and 2004 and period from July 27, 2000 (Inception) through June 30, 2005. These financial statements are the responsibility of Ardent Mines' management. Our responsibility is to express an opinion on these financial statements based on our audits.

The financial statements for the period from July 27, 2000 (inception) through June 30, 2003, were audited by another auditor whose reports expressed unqualified opinions on those statements. The financial statements for the period from July 27, 2000 (inception) through June 30, 2003, include total revenues and net loss of $0 and $299,956, respectively. Our opinion on the statements of expenses, stockholders' equity, and cash flows for the period from July 27, 2000 (inception) through June 30, 2003, insofar as it relates to amounts for prior periods through June 30, 2003, is based solely on the report of other auditors.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ardent, as of June 30, 2005, and the results of its operations and its cash flows for the periods described in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Ardent Mines will continue as a going concern. As discussed in Note 2 to the financial statements, Ardent Mines has suffered recurring losses from operations and has negative working capital, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



MALONE & BAILEY, PC
www.malone-bailey.com
Houston, Texas

July 20, 2005



F-1

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|ARDENT MINES LIMITED                       
|-------------------------------------------
|(an exploration stage company)             
|BALANCE SHEET                              
|June 30, 2005                              
|                                           
|                                           
|                                           
|                                           
|                                           
|ASSETS                                     
|                                           
|Current assets                             
|                                           
|                                           
|                                           
|                                           
|                                           
|LIABILITIES AND STOCKHOLDERS' DEFICIT      
|                                           
|Current Liabilities                        
|                                           
|                                           
|                                           
|                                           
|                                           
|Stockholders' Deficit                      
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT





See accompanying summary of accounting policies
and notes to financial statements.
F-2

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|ARDENT MINES LIMITED                                           
|---------------------------------------------------------------
|(an exploration stage company)                                 
|STATEMENTS OF EXPENSES                                         
|Years Ended June 30, 2005, and 2004, and                       
|the Period from July 27, 2000 (Inception) Through June 30, 2005
|                                                               
|                                                               
|                                                               
|                                                               
|                                                               
|                                                               
|                                                               
|                                                               
|                                                               
|Operating Expenses:                                            
|Consulting expense                                             
|Filing and incorporation fees                                  
|General & administrative                                       
|Legal & accounting                                             
|Mining exploration                                             
|Travel                                                         
|                                                               
|                                                               
|Total operating expense                                        
|                                                               
|                                                               
|Net Loss                                                       
|                                                               
|                                                               
|Net loss per share                                             
|                                                               
|                                                               
|Weighted average shares                                        
|                                                               









See accompanying summary of accounting policies
and notes to financial statements.

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|ARDENT MINES LIMITED                                       
|-----------------------------------------------------------
|(an exploration stage company)                             
|STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT              
|Period from July 27, 2000 (Inception) Through June 30, 2005
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|Shares issued                                              
|                                                           
|                                                           
|Net Loss                                                   
|                                                           
|Balances at                                                
|June 30, 2001                                              
|                                                           
|Net Loss                                                   
|                                                           
|Balance at                                                 
|June 30, 2002                                              
|                                                           
|Net Loss                                                   
|                                                           
|Balance at                                                 
|June 30, 2003                                              
|                                                           
|Shares issued                                              
|                                                           
|                                                           
|Net Loss                                                   
|                                                           
|Balance at                                                 
|June 30, 2004                                              
|                                                           
|Net loss                                                   
|                                                           
|Balance at                                                 
|June 30, 2005                                              



See accompanying summary of accounting policies
and notes to financial statements.
F-4

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|ARDENT MINES LIMITED                                           
|---------------------------------------------------------------
|(an exploration stage company)                                 
|STATEMENTS OF CASH FLOWS                                       
|Years Ended June 30, 2005, and 2004, and                       
|the Period from July 27, 2000 (Inception) Through June 30, 2005
|                                                               
|                                                               
|                                                               
|                                                               
|                                                               
|CASH FLOWS FROM OPERATING ACTIVITIES                           
|Net loss                                                       
|Adjustments to reconcile net loss to                           
|                                                               
|Stocks issued for services                                     
|                                                               
|Change in:                                                     
|                                                               
|                                                               
|                                                               
|                                                               
|NET CASH USED IN OPERATING ACTIVITIES                          
|                                                               
|                                                               
|CASH FLOWS FROM FINANCING ACTIVITIES                           
|Proceeds from sales of common stock                            
|                                                               
|NET CASH PROVIDED BY FINANCING                                 
|ACTIVITIES                                                     
|                                                               
|                                                               
|NET CHANGE IN CASH                                             
|CASH AT BEGINNING OF PERIOD                                    
|                                                               
|                                                               
|CASH AT END OF PERIOD                                          
|                                                               
|                                                               
|                                                               
|Cash paid for:                                                 
|                                                               
|                                                               



See accompanying summary of accounting policies
and notes to financial statements.
F-5

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ARDENT MINES LIMITED
(an exploration stage company)
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of business.  Ardent Mines Limited (Ardent Mines) was incorporated in Nevada on July 27, 2000. Ardent Mines' principal business plan is to acquire, explore and develop mineral properties and to ultimately seek earnings by exploiting the mineral claims.

Ardent Mines has been in the exploration stage since its formation on July 27, 2000 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition, exploration and development of mining properties. Upon location of a commercial mineable reserve, Ardent Mines will actively prepare the site for extraction and enter a development stage. At present, management devotes most of its activities to raise sufficient funds to further explore and develop its mineral properties. Planned principal activities have not yet begun.

Reclassifications.  Certain prior year amounts have been reclassified to conform with the current year presentation.

Use of Estimates.  The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Revenue Recognition.  From inception, Ardent Mines has been engaged in acquisition, exploration and development of mining properties activities and has not recognized any revenues.

Foreign Currency Transactions.  Ardent Mines' functional currency is the United States dollar. Occasional transactions occur in Canadian currency, and management has adopted SFAS No. 52, "Foreign Currency Translation". Monetary assets and liabilities denominated in foreign currencies are translated into United States dollars at rates of exchange in effect at the balance sheet date. Non-monetary assets, liabilities and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction.

Cash and Cash Equivalents.  Investments with an original maturity date of three months or less when purchased are considered to be cash equivalents and are stated at cost.

Impairment of Long-Lived Assets.  Ardent Mines reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. Ardent Mines assesses recoverability of the carrying value of the asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset's carrying value and fair value.

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Income taxes.  Ardent Mines recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. Ardent Mines provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

Exploration and development costs.  Ardent Mines has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition, exploration and development of mining properties. Mineral exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve.

Basic and diluted net loss per share.  Basic and diluted net loss per share calculations are presented in accordance with Financial Accounting Standards Statement 128, and are calculated on the basis of the weighted average number of common shares outstanding during the year. They include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share are the same due to the absence of common stock equivalents.

Recently issued accounting pronouncements.  Ardent Mines does not expect the adoption of recently issued accounting pronouncements to have a significant impact on their results of operations, financial position or cash flow.

NOTE 2 - GOING CONCERN

From July 27, 2000 (date of inception) to June 30, 2005, Ardent Mines has incurred a loss of $379,489 and has a negative working capital of $3,044 at June 30, 2005. The ability of Ardent Mines to emerge from the exploration stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional equity financing and/or attain profitable mining operations. Management has plans to seek additional capital through a private placement and public offering of its common stock. There is no guarantee that Ardent Mines will be able to complete any of the above objectives. These factors raise substantial doubt regarding the Ardent Mines' ability to continue as a going concern.

NOTE 3 - MINERAL PROPERTIES

In September 2000, Ardent Mines acquired 100% of the rights, title and interests in eight mining claims in the Greenwood Mining Division, British Columbia, Canada.

In August 2004, Ardent Mines acquired 100% of the rights, title and interests in additional two mining claims in the Greenwood Mining Division, British Columbia, Canada.

Payments of these claims were paid by the shareholders and repaid by Ardent Mines in the form of stock. Ardent Mines has expensed this cost, as there is no evidence showing proven and probable reserves.

The claims expire on August 27, 2005 and are subject to a renewal fee of $100 per year per claim. Ardent Mines is in the process of negotiation of the renewals.

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Note 4 - RELATED PARTY TRANSACTIONS

During the year ended June 30, 2005, a director of Ardent Mines provided office space to Ardent Mines for no cost.

Note 5 - COMMON STOCK

A chronological history of Ardent Mines' stock transactions is as follows:

July 27, 2000 - Ardent Mines incorporated in Nevada. Ardent Mines is authorized to issue 100,000,000 shares of its $0.00001 par value common stock.

August 1, 2000 - Ardent Mines issued 2,500,000 shares of common stock to each of Ardent Mines' President and Secretary and Treasurer for services rendered.

February 8, 2002 - The former President of Ardent Mines sold his 2,500,000 shares to the new President and Chief Executive Officer of Ardent Mines.

During the year ending June 30, 2004, Ardent Mines issued 1,014,450 shares of common stock at $0.10 per share pursuant to an SB-2 Registration Statement.

NOTE 6 - INCOME TAXES

Ardent Mines uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During fiscal 2005, Ardent Mines incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $380,000 at June 30, 2005, and will expire in the years 2020 to 2025.

At June 30, 2005, deferred tax assets consisted of the following:



| |  | Deferred tax assets    |                           |  | $         | 129,000 | 
| |  | ---------------------- | ------------------------- |  | --------- | ------- | 
| |  |                        | Less: valuation allowance |  | (129,000) |        
| | 
| | 
| |  | Net deferred tax asset |                           |  | $         | -       | 









F-8

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

On October 7, 2002, our board of directors approved a decision to change our auditors. On the same date, our accounting firm, Williams & Webster, P.S. was dismissed by us as our independent auditors. During the 2001 fiscal year and subsequent interim period, there were no disagreements on matters of accounting principles and practices, financial disclosure, or auditing scope of procedure between us and Williams & Webster. Williams & Webster, P.S. was dismissed because we determined that it was in our best interest to have our auditor located in Vancouver, British Columbia where our corporate headquarters are located.

The report of Williams & Webster, P.S. on our financial statements covered the period from inception on July 27, 2000 through June 30, 2001 did not contain an adverse, qualified or disclaimer of opinion. However, the report did contain an explanatory paragraph wherein Williams & Webster expressed substantial doubt about our ability to continue as a going concern.

We have requested Williams & Webster furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made by us. We delivered a copy of this amended registration statement to Williams & Webster on March 19, 2003, via email. On March 20, 2003, Williams & Webster replied and their letter agreeing with the statements contained herein. The letter is filed as Exhibit 16.1 to our SB-2 Registration Statement, SEC file #333-50994.

At our board meeting on October 7, 2002, our board of directors approved the decision to engaged Manning Elliott, Chartered Accountants, 11th Floor, 1050 West Pender Street, Vancouver, British Columbia, Canada V6E 3S7, as our independent auditors for our fiscal year ending June 30, 2002. Manning Elliott accepted such appointment on October 11, 2002. Prior to their appointment, we did not consult with Manning Elliott on any matters related to accounting or the type of opinion they may issue.

On February 17, 2003 our board of directors approved a decision to change our auditors. On the same date, our accounting firm, Manning Elliott, Chartered Accountants was dismissed by us as our independent auditors. During the 2002 fiscal year and subsequent interim period, there were no disagreements on matters of accounting principles and practices, financial disclosure, or auditing scope of procedure between us and Manning Elliott. Manning Elliott was dismissed because it would not reaudit financial statements audited by Williams & Webster for our 2001 fiscal year end.

The report of Manning Elliott on our financial statements covered the period from July 1, 2001 to June 30, 2002 did not contain an adverse, qualified or disclaimer of opinion. However, the report did contain an explanatory paragraph wherein Manning Elliott expressed substantial doubt about our ability to continue as a going concern.

We have requested Manning Elliott furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made by us. We emailed a copy of this amended registration statement to Manning Elliott on March 19, 2003. On March 20, 2003, Manning Elliott replied and their letter agreeing with the statements contained herein. The letter is filed as Exhibit 16.2 to our SB-2 Registration Statement, SEC file #333-50994.



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At our board meeting on February 17, 2003, our board of directors approved the decision to engaged Morgan and Company, Chartered Accountants, 700 West Georgia Street, Suite 1488, Vancouver, British Columbia, Canada V6E 3S7, as our independent auditors for our fiscal year ending June 30, 2003 and to reaudit our financial statements for the fiscal years ending June 30, 2002 and June 30, 2001. Morgan & Company accepted such appointment on February 17, 2003. Prior to their appointment, we did not consult with Morgan and Company on any matters related to accounting or the type of opinion they may issue.

On August 8, 2003, our board of directors unanimously approved a decision to terminate our auditors, Morgan and Company. On the same date, our accounting firm, Morgan and Company, Chartered Accountants was dismissed by us as our independent auditors. During the 2002 and 2001 fiscal years and subsequent interim periods, there were no disagreements on matters of accounting principles and practices, financial disclosure, or auditing scope of procedure between us and Morgan and Company. Morgan and Company was dismissed because we decided to retain a U.S. Certified Public Accountant to audit our financial statements for our June 30, 2003 fiscal year end.

The report of Morgan and Company on our financial statements covered the period from inception on July 27, 2000 to June 30, 2002 did not contain an adverse, qualified or disclaimer of opinion. However, the report did contain an explanatory paragraph wherein Morgan and Company expressed substantial doubt about our ability to continue as a going concern.

We requested Morgan and Company furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made by us. On September 17, 2003 we delivered a copy of our Form 8-K to Morgan and Company. On September 17, 2003, Morgan and Company replied and their letter agreeing with the statements contained therein. The letter is filed as Exhibit 16.3 to our our SB-2 Registration Statement, SEC file #333-50994.

At our board meeting on September 16, 2003, our board of directors unanimously approved the decision to engage Chavez & Koch, CPA's as our independent auditors for our fiscal year ending June 30, 2003 . Chavez & Koch, CPA's, accepted such appointment on September 17, 2003. Prior to their appointment, we did not consult with Chavez & Koch, CPAs on any matters related to accounting or the type of opinion they may issue.

On May 21, 2004, the accounting firm of Chavez and Koch. was dismissed by the Registrant's Board of Directors as the Registrant's independent auditors. During the two most recent fiscal years and interim periods, there were no disagreements on matters of accounting principles and practices, financial disclosure, or auditing scope of procedure between the Registrant and Chavez and Koch; Chavez and Koch were dismissed because the Company determined that it was in its best interests for purposes of expediency and convenience to retain a different auditor, Malone & Bailey, PC.

The Report of Chavez and Koch on the Registrant's financial statements as of and for the year ended June 30, 2003 and from inception did not contain an adverse, qualified or disclaimer of opinion. However, the Report did contain an explanatory paragraph wherein Chavez and Koch expressed substantial doubt about the Registrant's ability to continue as a going concern.



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The Registrant has requested Chavez and Koch to furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made by the Registrant in response to this Item 4 and, if not, stating the respects in which it does not agree. The Registrant delivered a copy of this Form 8-K report to Chavez and Koch on May 25, 2004 via facsimile. Chavez and Koch did not reply to this facsimile.

At its board meeting on May 21, 2004, the Board of Directors of the Registrant engaged Malone & Bailey, PC, 2925 Briarpark, Houston, Texas, as its independent auditor for its fiscal year ending June 30, 2004. Malone & Bailey accepted such appointment on May 25, 2004. Prior to their appointment, the Registrant did not consult with Malone & Bailey on any matters related to accounting or the type of opinion they may issue.

ITEM 8A.     CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 reports are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Within 90 days prior to the date of this report, our management carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14. Based upon the foregoing, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective in connection with the filing of this Annual Report on Form 10-KSB for the year ended June 30, 2005.

Because of the nature of a development company, our affairs are simple and so are our books and records, as well as our controls and procedures. We add an additional level of financial transparency by offering all our registered shareholders access to our books and records for two hours each week. Other interested parties (upon application to the President or Secretary) may view the books and records for an hour per month, given any plausible business reason for doing so, other than to compete with us. We reserve the right to limit access, and to preserve the confidentiality of third parties. So far, we have had no such requests to peruse our files.

There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.







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PART III

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

The name, age and position held by each of the directors and officers of our company are as follows:



|Name and Address           | Age | Position(s)                                     
|-------------------------- | --- | ------------------------------------------------
|                           |     |                                                 
|Taras Chebountchak         | 34  | President, Secretary, Treasurer, Chief Financial
|11 Townsgate Drive, #PH 6  |     | Officer and a member of the Board of Directors. 
|Thornhill, Ontario, Canada |     |                                                 

All directors have a term of office expiring at the next annual general meeting of our company, unless re-elected or earlier vacated in accordance with our Bylaws. All officers have a term of office lasting until their removal or replacement by the board of directors.

Background of Officers and Directors

Taras Chebountchak has been our President and principal executive officer since December 16, 2004, and our Secretary, Treasurer, Chief Financial Officer, and a member of the board of directors since inception. Since inception, Mr. Chebountchak has devoted approximately 5% of his time to our operations and intends to devote 10% of his time to our operations in the future.

Taras Chebountchak has been president, chief executive officer, treasurer, and a member of FC Financial Services Inc. since its inception on November 19, 2003. FC Financial Services Inc. has no business yet and is filing a registration statement for an SB-2 offering with the Securities and Exchange Commission. Since May 1998, Mr. Chebountchak has been president and a director of First Class Financial Services Inc. located in Concord, Ontario. First Class Financial Services is engaged in the business of processing prospective car buyers' loan applications and placing them with financial institutions. From December 1996 to February 1998, Mr. Chebountchak was affiliated with A&T Secure Financing. A&T is a finance company located in Toronto, Ontario, Canada. Mr. Chebountchak was responsible for public relations with clients, banks, financial institutions and leasing companies.

Since June 2000, Mr. Chebountchak has been Secretary, Treasurer and a director of Raglan Mines Limited a Nevada corporation engaged in exploration with its principal offices located in Vancouver, British Columbia.

Mr. Chebountchak holds a Master of Science degree in mechanical engineering from Lvov Polytechnic Academy. Mr. Chebountchak has no technical training in the field of mineral explorations.







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Involvement in Certain Legal Proceedings

To our knowledge, during the past five years, our officers and directors: have not filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; were not convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); were not the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; were not the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; were not found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; and were not found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Compliance with Section 16 (a) of the Exchange Act

We are not subject to Section 16(a) of the Securities Exchange Act of 1934.

Audit Committee and Charter

We have an audit committee and audit committee charter. Our audit committee is comprised of all of our officers and directors. None of directors are deemed independent. All directors also hold positions as our officers. A copy of our audit committee charter is filed as an exhibit to this report. Our 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 by our employees 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. A copy of our audit committee charter is filed as an exhibit to this report.



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Audit Committee Financial Expert

We have no financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our start-up operations, we believe the services of a financial expert are not warranted.

Code of Ethics

We have adopted a corporate code of ethics. A copy of the code of ethics is filed as an exhibit to this report. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

Disclosure Committee and Charter

We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports. A copy of our disclosure committee charter is filed with this report.

ITEM 10.     EXECUTIVE COMPENSATION.

The following table sets forth information with respect to compensation paid by us to the chief executive officer and the other highest paid executive officers during the three most recent fiscal years.

Summary Compensation Table



|                        | Long-Term Compensation
|----------------------- | ----------------------
|                        | Annual Compensation   
|(a)                     | (b)                   
|                        |                       
|                        |                       
|                        |                       
|Names Executive         |                       
|Officer and             | Year                  
|Principal Position      | Ended                 
|                        |                       
|Taras Chebountchak      | 2004                  
|President               | 2003                  
|                        | 2002                  
|                        |                       
|Reg Handford            | 2004                  
|(former president -     | 2003                  
|resigned Dec. 16, 2004) | 2002                  



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|Reid Anderson       | 2004 | 0 | 0 | 0 | 0 | 0 | 0 | 0
|------------------- | ---- | - | - | - | - | - | - | -
|(former president - | 2003 | 0 | 0 | 0 | 0 | 0 | 0 | 0
|resigned -02-02)    | 2002 | 0 | 0 | 0 | 0 | 0 | 0 | 0

We paid no salaries in 2003, none in 2004, and we do not anticipate paying any salaries at any time in 2005. We will not begin paying salaries until we have adequate funds to do so. Although Mr. Handford, our former president, was not paid a salary (in the sense of a regular or periodic payment on a weekly or monthly basis) he received $7,500 during fiscal 2004 for a total of 300 hours of work including management, filing, bookkeeping for the Company paid at the rate of $25 per hour.

[1]      All compensation received by the officers and directors has been disclosed.

There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

Option/SAR Grants

No individual grants of stock options, whether or not in tandem with stock appreciation rights ("SARs") and freestanding SARs have been made to any executive officer or any director since our inception, accordingly, no stock options have been exercised by any of the officers or directors in fiscal 2004.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance to occur over a period longer than one fiscal year, whether such performance is measured by reference to our financial performance, our stock price, or any other measure.

Compensation of Directors

The directors did not receive any other compensation for serving as members of the board of directors. The Board has not implemented a plan to award options. There are no contractual arrangements with any member of the board of directors.

Indemnification

Pursuant to the articles of incorporation and bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the state of Nevada.



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Regarding indemnification for liabilities arising under the Securities Act of 1933 which may be permitted to directors or officers pursuant to the foregoing provisions, we are informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, as expressed in the Act and is, therefore unenforceable.

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

Security Ownership of Certain Beneficial Owners

The following table sets forth, as of October 29, 2004, the beneficial shareholdings of persons or entities holding five percent or more of our common stock, each director individually, each named executive officer and all of our directors and officers as a group. Each person has sole voting and investment power with respect to the shares of common stock shown, and all ownership is of record and beneficial.



|Name and Address           | Number of | Percentage of
|-------------------------- | --------- | -------------
|Beneficial Ownership [1]   | Shares    | Ownership    
|Taras Chebountchak         | 5,000,000 | 83.13%       
|11 Townsgate Drive #19406  |           |              
|Thornhill, Ontario, Canada |           |              



| | [1] | The persons named above may be deemed to be a "parent" and "promoter" of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his/its direct and indirect stock holdings. Mr. Chebountchak is the only "promoter" of our company.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | [2] | Reg Handford, our former president and director, transferred all of his right, title and interest in 2,500,000 shares of common stock that he owned to Taras Chebountchak in December 2004.                                                                                          
|
| | [3] | Reid Anderson, our former president and director, transferred all of his right, title and interest in 2,500,000 shares of common stock that he owned to Reg Handford in February 2002.                                                                                               

Changes in Control

To the knowledge of management, there are no present arrangements or pledges of our securities which may result in a change in our control of the company.

On December 16, 2004 Mr. Reg Handford resigned as an officer and director and Mr. Taras Chebountchak was appointed president and principal executive officer.







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ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In June 2000, we issued a total of 2,500,000 shares of restricted common stock to Reid Anderson, our former president and a member of the board of directors and 2,500,000 shares of restricted common stock to Taras Chebountchak, an officer and director of our company at the time. This was accounted for as a compensation expense of $273,048 and advances and reimbursement expenses of $1,952. On February 8, 2002, Mr. Anderson transferred his shares to Reg Handford, our former president and a member of the board of directors.  On December 13, 2004, Reg Handford, the owner of 2,500,000 shares of common stock, transferred the same to Taras Chebountchak in consideration of US $12,500.  Prior the exchange, there were 6,014,450 shares of common stock outstanding and Mr. Handford and Mr. Chebountchak each owned a total of 2,500,000 shares of common stock or 41.57% of the total shares of common stock outstanding.  After Mr. Handford transferred his shares to Mr. Chebountchak, Mr. Handford owned no shares and Mr. Chebountchak owned 5,000,000 shares of our common stock or 83.13% of the total outstanding shares.  On December 16, 2004, Mr. Handford resigned as an officer and director and Mr. Chebountchak was appointed president and principal executive officer of the Company.

Mr. Anderson also caused our property, comprised of eight claims, to be staked at a cost of $1,282.00. The claims were staked by James Thom for the $1,282.00. The terms of the transaction with Mr. Thom were at arm's length and Mr. Thom was not an affiliate.

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

Reports on Form 8-K

On May 28, 2004 the Company filed a current report announcing the replacement of its principal auditor Chavez and Koch (Las Vegas, Nevada) with Malone & Bailey of Houston, Texas.

Exhibits

The following Exhibits are incorporated herein by reference from our Form SB-2 Registration Statement filed with the Securities and Exchange Commission, SEC file #333-50994 on November 30, 2000. Such exhibits are incorporated herein by reference pursuant to Rule 12b-32:



|Exhibit No. | Document Description                    
|----------- | ----------------------------------------
|3.1         | Articles of Incorporation.              
|3.2         | Bylaws.                                 
|4.1         | Specimen Stock Certificate (none exist).
|10.1        | Sun #1 Mining Claim.                    
|10.2        | Sun #2 Mining Claim.                    
|10.3        | Sun #3 Mining Claim.                    
|10.4        | Sun #4 Mining Claim                     
|10.5        | Sun #5 Mining Claim                     
|10.6        | Sun #6 Mining Claim                     
|10.7        | Sun #7 Mining Claim                     
|10.8        | Sun #8 Mining Claim.                    
|10.9        | Bill of Sale.                           

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|10.10 | Trustee Statement                            
|----- | ---------------------------------------------
|10.11 | Assignment from Reid Anderson to Reg Handford
|10.12 | Assignment from Reg Handford to Ardent Mines 
|99.1  | Subscription Agreement.                      

The following exhibits are filed with this report:



|31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).              
|32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).              

The following Exhibits are incorporated herein by reference from the Registrant's Form 10-KSB Annual Report and amendment thereto as filed with the Securities and Exchange Commission, on October 14, 2003. Such exhibits are incorporated herein by reference pursuant to Rule 12b-32:



|14.1 | Code of Ethics              
|---- | ----------------------------
|99.1 | Audit Committee Charter     
|99.2 | Disclosure Committee Charter

ITEM 14.     PRINCIPAL ACCOUNTING FEES AND SERVICES

(1)   Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-QSBs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:



| | 2005 - $3,400
| | -------------
| |              

(2)   Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:



| |  |  | 2005 - $Nil
| |  |  | -----------
| |  |  | 2004 - $Nil



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(3)   Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:



| |  |  | 2005 - $Nil
| |  |  | -----------
| |  |  | 2004 - $Nil

(4)   All Other Fees

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:



| |  |  | 2005 - $Nil
| |  |  | -----------
| |  |  | 2004 - $Nil

(5)     Our audit committee's pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

(6)     The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full time, permanent employees was 0%.





















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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities.



|Signatures             | Title                                                                         | Date              
|---------------------- | ----------------------------------------------------------------------------- | ------------------
|                       |                                                                               |                   
|/s/ Taras Chebountchak | President, Principal Executive Officer, Secretary,                            | September 28, 2005
|Taras Chebountchak     | Treasurer, Principal Financial Officer and a member of the Board of Directors |                   





























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