<PAGE>


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

                                   FORM 10-KSB
(Mark  One)
[X]     Annual Report Pursuant To Section 13 Or 15(D) Of The Securities Exchange
        Act  Of  1934

        For  the  fiscal  year  ended  DECEMBER  31,  2002

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

        For  the  transition  period  from  _____  to  _____

COMMISSION  FILE  NUMBER      000-32981
                              ---------


                             TUSCANY MINERALS, LTD.
                             ----------------------
                 (Name of small business issuer in its charter)

NEVADA                                     98-0335259
------------------------------             ------------------
(State  or other jurisdiction              (I.R.S. Employer
of incorporation or organization)          Identification  No.)

2060  Gisby  Street
West  Vancouver,  British  Columbia        V7V 4N3
-----------------------------------        --------

(Address of principal executive offices)   (Zip  Code)

604-926-4300
---------------------------
Issuer's  telephone  number


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

Securities registered under Section 12(g) of the Exchange Act:  COMMON STOCK,
                                                                PAR  VALUE
                                                                $0.001 PER SHARE

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

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

State  issuer's  revenues  for  its  most  recent  fiscal  year   NIL
                                                                  ---
State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates computed by reference to the price at which the common equity
was  sold,  or  the  average  bid and asked price of such common equity, as of a
specified  date  within  the  past 60 days. (See definition of affiliate in Rule
12b-2  of  the  Exchange  Act.)  $8,149,950  as of February 28, 2003. State the
number  of  shares outstanding of each of the issuer's classes of common equity,
as  of  the  latest  practicable  date.  12,538,000  Shares  of  Common  Stock.
                                         -------------------------------------

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



                                 Page 1 of 20


<PAGE>



                             TUSCANY MINERALS, LTD.
                                   FORM 10-KSB

                                      INDEX

                                                                            PAGE
PART  I

Item  1.     Description  Of  Business.                                     3

Item  2.     Description  Of  Property.                                     8

Item  3.     Legal  Proceedings.                                            8

Item  4.     Submission Of Matters To A Vote Of  Security Holders.          8


PART  II

Item  5.     Market  For  Common Equity And Related Stockholder Matters.    9

Item  6.     Management's Discussion And Analysis Or Plan Of Operation.    10

Item  7.     Financial  Statements.                                        12

Item  8.     Changes  In  And  Disagreements  With Accountants
             On Accounting And Financial  Disclosure.                      12


PART  III

Item  9.     Directors,  Executive  Officers,  Promoters
             And  Control  Persons; Compliance  With  Section
             16(A)  Of  The  Exchange  Act.                                13

Item  10.     Executive  Compensation.                                     14

Item  11.     Security  Ownership  Of Certain Beneficial
              Owners And Management.                                     15

Item  12.     Certain  Relationships  And  Related  Transactions.        16

Item  13.     Exhibits  And  Reports  On  Form  8-K.                     17

Item  14.     Controls  And  Procedures.                                 18


                                 Page 2 of 20

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                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS.

In  General

We  are  an  exploration  stage  company  that  has  to date been engaged in the
acquisition  and exploration of mineral properties.  We formerly owned an option
to  acquire  an  interest in the mineral claim described below under the heading
"Holy  Cross Mineral Property Option Agreement".  We were unable to maintain our
interest in this mineral claim due to our inability to raise financing to pursue
exploration  of  the  mineral claim.  As a consequence of the termination of our
option,  we  currently  have  no  business  assets  or  properties.

Our  current  plan  of  operations  is  to  acquire  an interest in either a new
prospective  or  existing mineral property or a prospective or producing oil and
gas  property.  We are currently in negotiations with two separate parties.   We
have  not  entered  into  any  definitive  agreements  to  date  and there is no
assurance  that  we  will  be  able  to enter into any definitive agreements. We
anticipate  that any agreements that we are able to enter into will require that
we  raise  additional financing in order to acquire an interest in a new oil and
gas  property  or a new mineral property and to fund additional development work
on the new property.  There is no assurance that we would be able to achieve the
necessary  financing  to  pursue  our  plan  of  operations.

Organization

We  were  incorporated on October 5, 2000 under the laws of the state of Nevada.

We  acquired  an  option  to acquire an interest in the Holy Cross mineral claim
situated in the Province of British Columbia, Canada on December 8, 2000.   This
option  was terminated by agreement on November 18, 2002.

Our  Current  Plan  of  Operations

We  currently  have  no  business  assets  or  revenue  generating  properties.

Our  current plan of operations is to seek out the acquisition of an interest in
a prospective or existing mineral property or a prospective or producing oil and
gas  property.   As we have minimal capital, it is unlikely that we will be able
to  acquire  an  interest  in  more  than  one  property.

We  have  entered  into negotiations with the owner of a mineral property in the
State  of  Colorado  that  includes  a  currently  inactive  gold  mine.  These
negotiations  are in the preliminary stages and no definitive agreement has been
entered  into.  The  contemplated transaction would involve an acquisition by us
of  the property that would be conditional upon us raising substantial financing
in  order to pay the purchase price to the current owner.  There is no assurance
that a definitive agreement will be concluded on these terms.  Further, there is
no  assurance that we would be able to raise the necessary financing required to
enable us to complete an acquisition of an interest in this property or to place
the  property  into  production.  In addition, even if a definitive agreement is
executed, the agreement will be subject to the completion by us of due diligence
investigations  on  the  property.

We  have entered into negotiations with a Texas based group of investors for the
acquisition  of  targeted  producing  oil  and  gas  properties.  The  strategy
contemplated in the acquisitions would be to target selected properties that are
considered to be of merit and that require enhancement work in order to commence
production.  Funds  would  be  raised  to  acquire  an  interest in the targeted
properties  and  to fund the necessary work.  Revenues from the properties would
then  be  used  to fund our operations and provide a return on investment to the
investors.  These  negotiations  are in the preliminary stages and no definitive
agreement  has been entered into with either any financing group or any property
owners.   There  is no assurance that any definitive agreement will be concluded
on  these  terms.  Further, there is no assurance that we would be able to raise
the necessary financing required to enable us to complete the acquisition of any
interest  in an oil and gas property.  In addition, even we were able to acquire
an


                                 Page 3 of 20

<PAGE>


interest  in an oil and gas property and achieve the necessary funding, there is
no  assurance  that  any  revenues  would  be  generated  by us or that revenues
generated  would  be  sufficient  to  provide  a  return  to  investors.

Holy  Cross  Mineral  Property  Option  Agreement

We  previously  obtained  an  option  to acquire a 60% interest in a twenty-unit
mineral claim situated in the Omineca Mining Division in the Province of British
Columbia,  Canada.  This  mineral  claim was referred to by us as the Holy Cross
mineral  property.

We  obtained  our  interest  in  the  Holy Cross mineral property pursuant to an
option  agreement  dated  December  8,  2000 between Mr. Geoffrey N. Goodall and
ourselves.  Mr.  Goodall is the owner of the Holy Cross mineral property and has
been  one  of  our  directors  since  January  5,  2001.

We  negotiated  an extension to our option agreement on June 7, 2002 whereby Mr.
Goodall  agreed  to  a  six  month  extension to the dates for completion of the
payments required under the option agreement.  As a result of this extension, we
were  entitled  to  exercise  the option to acquire the 60% interest in the Holy
Cross  mineral  property by completing the following payments to Mr. Goodall and
incurring  the  following  required  exploration  expenditures on the Holy Cross
mineral  property:

(A)  paying  to  Mr.  Goodall  an  additional  aggregate  amount  of $120,000 in
     accordance  with  the  following  schedule:

     (1)  $10,000  on  or  before  December  8,  2002;
     (2)  $20,000  on  or  before  June  8,  2003;
     (3)  $40,000  on  or  before  June  8,  2004;
     (4)  $50,000  on  or  before  June  8,  2005;  and

(B)  incurring  an  aggregate  of an additional $550,000 of property exploration
     expenditures  on  the  Holy  Cross  mineral  property  within the following
     periods:

     (1)  a  further  $50,000  on  or  before  December  31,  2002;
     (2)  a  further  $100,000  on  or  before  December  31,  2003;
     (3)  a  further  $150,000  on  or  before  December  31,  2004;  and
     (4)  a  further  $250,000  on  or  before  December  31,  2005.

We  completed  an initial exploration program on the Holy Cross mineral property
in  2001.  However,  we  were unable to raise additional financing either to pay
the  $10,000  due  to  Mr.  Goodall  on December 8, 2002 or to incur exploration
expenditures  of  $50,000  by December 31, 2002.  As a result, we were unable to
satisfy  the conditions required for us to retain our interest in the option for
the Holy Cross mineral claims. The option agreement and our interest in the Holy
Cross  mineral  claims  was terminated by agreement with Mr. Goodall on November
18,  2002.  We agreed to the early termination at Mr. Goodall's request in order
to  be released from certain post-termination obligations to which we would have
been subject had the option agreement terminated in accordance with its terms on
December  8,  2002. Under the terms of termination agreement ,we have no further
liability  to  Mr. Goodall under the option agreement or otherwise in respect of
the  Holy  Cross  mineral  claims.

Competitive  Conditions

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

We  also  compete  for mineral properties of merit with other junior exploration
companies.  Competition  could reduce the availability of properties of merit or
increase  the  cost  of  acquiring  the  mineral  or  oil  and  gas  properties.


                                 Page 4 of 20

<PAGE>



Many  of  the  junior  resource  exploration companies with whom we compete have
greater  financial  and  technical  resources  than  we  do.  Accordingly, these
competitors  may  be able to spend greater amounts on acquisitions of properties
of  merit and on exploration of their properties.  In addition, they may be able
to  afford  greater  geological  expertise  in  the targeting and exploration of
resource  properties.  This  competition  could result in our competitors having
resource properties of greater quality and interest to prospective investors who
may  finance additional exploration and to senior exploration companies that may
purchase  resource properties or enter into joint venture agreements with junior
exploration  companies.  This  competition could adversely impact on our ability
to  finance  property  acquisitions  and  further  exploration.

Compliance  with  Government  Regulation

We will not know the government regulations with which we must comply until such
time  as  we  acquire  an interest in a new property.  Similarly, we will not be
able  to  assess  the  cost  of  compliance with government regulations until we
acquire  an  interest  in  a new property.  If we are successful in acquiring an
interest  in a new property, we will be required to comply with all regulations,
rules  and directives of governmental authorities and agencies applicable to the
exploration and development of minerals and/ or oil and gas in the United States
generally  and  in any state in which we carry out exploration. Exploitation and
development of minerals and oil and gas properties may require prior approval of
applicable governmental regulatory agencies. There can be no assurance that such
approvals will be obtained.  The cost and delay involved in attempting to obtain
such  approvals  cannot  be  known  in  advance.

Employees

We  have no employees, other than Mr. J. Stephen Barley, our sole officer, as of
the  date  of  this  Annual  Report.

The services of Mr. Barley are provided to us pursuant to a management agreement
with  C.H.M. Consulting Inc., a company controlled by Mr. Barley.  We pay C.H.M.
Consulting  Inc.  a management fee of $750 per month in consideration for C.H.M.
Consulting  Inc. providing management and administration services for us.  These
services  include  the services of Mr. Barley.  The management agreement was for
an  initial  term commencing December 1, 2000 and expiring on December 31, 2001.
The  management  agreement  has  been  extended  on  a  month-to-month  basis by
agreement  between  us  and  C.H.M.  Consulting  Inc.  dated  January  1,  2002.

The  management  services  of  C.H.M.  Consulting  include  the provision of the
management  services  of  Mr.  Stephen  Barley,  our  president,  secretary  and
treasurer, and office administration services.  The management services provided
by Mr. Barley include carrying out the management and direction of our business,
including  managing  and  supervising  and  coordinating our mineral exploration
activities.  Mr.  Barley  provides these services on a part-time basis and these
services  require  approximately  15%  of  Mr.  Barley's business time.   Office
administration services include the provision of our office, including telephone
and  computer  services.

We do not pay any compensation to Mr. Barley solely for serving as a director on
our  board  of  directors.

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

Exploration  Expenditures



We  have  incurred  exploration  expenditures  in  the amount of $8,500 to date.

Subsidiaries

We  do  not  have  any  subsidiaries.


                                 Page 5 of 20

<PAGE>


Patents  and  Trademarks

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

Risk  Factors

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

RISKS  RELATED  TO  OUR  FINANCIAL  CONDITION  AND  BUSINESS  MODEL

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

We had cash in the amount of $347 and a working capital deficit of $11,169 as of
December  31,  2002.  We  currently  do  not  have any operations and we have no
income.  Our business plan calls for significant expenses in connection with the
acquisition  of  a  new  prospective  mineral  or  prospective  oil  and/ or gas
property.   Our  acquisition of an interest in a new property will be subject to
our  achieving the financing necessary for us to acquire the interest.   We will
also  require  additional  financing  in  order  to  carry  out  exploration  or
production of any property in which we are able to acquire an interest.  We will
require  additional  financing to sustain our business operations in view of the
fact that we will incur the cost of acquisition and additional development prior
to  achieving revenues.  We do not currently have any arrangements for financing
and  we  can provide no assurance to investors that we will be able to find such
financing  if  required.  Obtaining  additional  financing would be subject to a
number  of  factors,  including  market  prices  for  minerals  and oil and gas,
investor  acceptance of our prospective property, and investor sentiment.  These
factors may make the timing, amount, terms or conditions of additional financing
unavailable to us. The most likely source of future funds presently available to
us is through the sale of equity capital.  Any sale of share capital will result
in  dilution  to  existing  shareholders.

Because  There  Is  No  Assurance That We Will Generate Revenues, We Face A High
Risk  of  Business  Failure

We do not have an interest in any business or revenue generating properties.  We
were  incorporated  in  October 2000 and to date have been involved primarily in
organizational  activities  and  the  acquisition and exploration of an optioned
mineral property in which we no longer have an interest.  We have not earned any
revenues  as  of  the date of this Annual Report and have never been profitable.
Prior  to our being able to generate revenues, we will incur increased operating
expenses  without  realizing  any  revenues.  We  therefore  expect  to  incur
significant  losses  into  the  foreseeable future.  We recognize that if we are
unable to generate significant revenues from our activities, we will not be able
to  earn  profits or continue operations. There is no history upon which to base
any  assumption  as  to the likelihood that we will prove successful, and we can
provide investors with no assurance that we will generate any operating revenues
or  ever  achieve  profitable  operations.  If we are unsuccessful in addressing
these  risks,  our  business  will  most  likely  fail.

Because  of the Speculative Nature of Exploration of Mining Properties, There is
Substantial  Risk  that  This  Business  Will  Fail

We can provide investors with no assurance that any new property that we acquire
an interest in will contain commercially exploitable reserves of minerals or oil
and gas.  Exploration for natural resources is a speculative venture necessarily
involving  substantial  risk.  The  expenditures  to  be  made  by  us  in  the
exploration  of properties in which we may acquire an interest may not result in
the  discovery  of  commercial  quantities of minerals and oil and gas.  Hazards
such  as  unusual  or  unexpected geological formations and other conditions are
involved in mineral and oil and gas exploration and often result in unsuccessful
exploration  efforts.  We  may  also  become subject to liability for pollution,
cave-ins or


                                 Page 6 of 20

<PAGE>

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

Even  If  We  Discover  Commercial  Reserves, We May Not Be Able to Successfully
Obtain  Commercial  Production

Even if we are successful in acquiring an interest in a property that has proven
commercial reserves of minerals or oil and gas, we will require additional funds
in  order  to  place the property into commercial production.  We can provide no
assurance  to investors that we will be able generate revenues from any property
that we may acquire that may be shown to possess commercial reserves of minerals
or  oil  and  gas.

RISKS  RELATED  TO  OUR  MARKET  AND  STRATEGY

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

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


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

While  Mr.  Stephen  Barley,  our  sole  executive  officer  and a director, has
experience  managing  a  mineral  exploration  company,  he does not have formal
training  as  a geologist or in the technical aspects of management of a mineral
or  oil  and  gas exploration company.  Accordingly, we will have to rely on the
technical  services of others trained in appropriate areas.  If we are unable to
contract  for  the  services  of such individuals, it will make it difficult and
maybe  impossible  to  pursue our business plan.  There is thus a higher risk of
business  failure.

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

Mr.  Barley  presently spends approximately 15% of his business time on business
management  services  for  our  company.  While  Mr.  Barley presently possesses
adequate time to attend to our interests, it is possible that the demands on Mr.
Barley  from  his other obligations could increase with the result that he would
no  longer  be able to devote sufficient time to the management of our business.
In  addition, Mr. Barley may not possess sufficient time for our business if the
demands  of managing our business increased substantially beyond current levels.
Competing  demands  on  Mr.  Barley's business time may cause Mr. Barley to have
differing  interests  in approving significant corporate transactions than other
stockholders.

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

There  is  currently a limited market for our common stock and we can provide no
assurance  to  investors that a market will develop. We cannot provide investors
with  any  assurance  that a public market will materialize. If a market for our
common  stock  does  not  develop, then investors may not be able to re-sell the
shares  of  our  common stock that they have purchased and may lose all of their
investment.


                                 Page 7 of 20

<PAGE>


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

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


ITEM  2.     DESCRIPTION  OF  PROPERTY.

We  do  not  own  or  lease  any property.  See Item 1. Description of Business.

Our  principal  business  offices  are located in the business offices of Mr. J.
Stephen  Barley,  our sole executive officer and a director.  These premises are
provided to us pursuant to our management agreement with C.H.M. Consulting Inc.,
a private company controlled by Mr. Barley.  This agreement was originally for a
term expiring December 31, 2001 and has been continued on a month to month basis
by agreement.  We currently pay $750 per month for our use of these premises and
for  additional  management  and  administrative  services  provided  by  C.H.M.
Consulting.

ITEM  3.     LEGAL  PROCEEDINGS.

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


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

No  matters  were submitted to our security holders for a vote during the fourth
quarter  of  our  fiscal  year  ending  December  31,  2002.


                                 Page 8 of 20

<PAGE>

                                     PART II


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

Market  Information

Our shares of common stock are currently trading on the OTC Bulletin Board under
the  stock  symbol TCAY. The Company's shares were traded under the stock symbol
TCAY  commencing  October  2001.  The  high  and the low bid information for our
shares  of  common  stock  for  each  quarter  of  actual  trading  were:


QUARTER                 HIGH ($)   LOW ($)
------------------------------------------
Fourth Quarter 2001      $5.10     $2.00
------------------------------------------
First Quarter 2002       $7.00     $1.50
------------------------------------------
Second Quarter 2002      $1.50     $1.50
------------------------------------------
Third Quarter 2002       $1.50     $1.50
------------------------------------------
Fourth Quarter 2002      $1.25     $1.50
------------------------------------------
First Quarter 2003       $1.35     $1.25
 (to date)
------------------------------------------

The  source  of the high and low bid information is the NASD OTC Bulletin Board.
The  market  quotations  provided  reflect  inter-dealer  prices, without retail
mark-up,  markdown  or  commission  and  may  not represent actual transactions.

Holders  of  Common  Stock

As  of  the  date of February 28, 2002, there were 43 registered shareholders of
our  common  stock.

Dividends

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

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

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

We have neither declared nor paid any cash dividends on our capital stock and do
not  anticipate  paying  cash  dividends  in the foreseeable future. Our current
policy  is  to  retain  any  earnings  in  order to finance the expansion of our
operations. Our board of directors will determine future declaration and payment
of dividends, if any, in light of the then-current conditions they deem relevant
and  in  accordance  with  the  Nevada  Revised  Statutes.

Recent  Sales  of  Unregistered  Securities

We  did  not complete any sales of our common stock during our fiscal year ended
December  31,  2002.


                                 Page 9 of 20

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

Plan  of  Operations

Our  current plan of operations is to seek out the acquisition of an interest in
a prospective or existing mineral property or a prospective or producing oil and
gas  property.   While  we  have  been  involved  in  the  business  of  mineral
exploration  to  date,  we  have  decided  based on current market conditions to
expand  the  scope  of  targeted  properties  to  include  potential oil and gas
properties.    Our  plan of operations is discussed in greater detail under Item
1  -  Description  of  Business.

We  have  entered  into negotiations with the owner of a mineral property in the
State  of  Colorado  that  includes an inactive gold mine.  We have entered into
negotiations  with  a  Texas  based  group  of  investors for the acquisition of
targeted producing oil and gas properties.  Each of these negotiations is in the
preliminary  stages  and  no  definitive  agreements have been entered into.  We
anticipate  that  any  acquisition by us of an interest in any property would be
conditional  upon  us raising substantial financing in order to pay the purchase
price  to  the  current  owner.  There  is  no  assurance  that  any  definitive
agreements  will  be  concluded  on these terms.  Further, there is no assurance
that  we would be able to raise the necessary financing required to enable us to
complete  an  acquisition  of an interest in any property.  In addition, even we
were  able  to  acquire  an  interest  in  a  mineral property or an oil and gas
property and achieve the necessary funding to proceed with development, there is
no  assurance  that  any  revenues  would  be  generated  by us or that revenues
generated  would  be  sufficient  to  enable  us  to  achieve  profitability.

We  currently  have  no  employees,  other than our sole officer, Mr. J. Stephen
Barley,  a  director  and  our president, secretary and treasurer, and we do not
expect to hire any employees in the foreseeable future. We presently conduct our
business  through  agreements  with  consultants  and arms-length third parties.

Termination  of  Option  Agreement

Our  option  to  acquire  an  interest  in  the  Holy  Cross  mineral claims was
terminated in December 2002 as we were unable to raise the financing required to
carry  out  a  recommended  geological  exploration  work program on our mineral
claims or make the cash payments required for us to maintain our interest in our
mineral claims.  As a result of the termination of our option, we presently have
no  business  assets  or  properties.

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

     1.   $20,000  for  operating  expenses,  including  professional  legal and
          accounting  expenses  associated  with our becoming a reporting issuer
          under  the  Securities  Exchange  Act  of  1934;

     2.   $9,000  for  consulting  fees  to  be  paid pursuant to our management
          agreement  with  C.H.M.  Consulting  Inc. for its management services.

In  addition,  we  will  incur further expenses if we are successful in entering
into  an  agreement  to acquire an interest in a prospective or existing mineral
property or a prospective or producing oil and gas property.  In addition to the
acquisition  cost,  we  will  require  further  funds to carry out a development
program  on  the  property.  It  is  not  possible  to  estimate  these  funding
requirements until such time as we are able to enter into a definitive agreement
to  acquire  an  interest  in  a  property.

Accordingly,  we  require  a  minimum  of  $29,000  to  proceed with our plan of
operations  over  the  next  twelve  months,  exclusive  of  any  acquisition or
development  costs.   This  amount  may increase if we are required to carry our
due diligence investigations of any prospective property.  As we had cash in the
amount  of $347 as of December 31, 2002, we do not have sufficient cash reserves
to  enable  us  to  carry  out our stated plan of operations for the next twelve
months.  We  plan  to  complete  private  placement sales of our common stock in
order  to  raise  the  funds  necessary  to  pursue  our plan of operations.  We
currently  do


                                 Page 10 of 20

<PAGE>

not  have  any arrangements in place for the completion of any private placement
financings  and  there  is no assurance that we will be successful in completing
any  private  placement  financings.

Results  Of  Operations  for  Year  Ended  December  31,  2002

We  did  not  earn any revenues during the year ended December 31, 2002 or 2001.
We  do not anticipate earning revenues until such time as we are able to acquire
an  interest  in  a  mineral  property  or  an  oil  and gas property and we are
successful  in  completing  the  commercial  development  of  the  property.

We  incurred  operating  expenses  in  the  amount of $24,972 for the year ended
December  31, 2002, compared to $54,811 for the year ended December 31, 2001. We
did  not  incur  any exploration expenditures during the year ended December 31,
2002, compared to $8,500 of exploration expenditures incurred in connection with
the  exploration of the Holy Cross mineral claims during the year ended December
31,  2001.  These  exploration  expenditures  in  2001  were attributable to the
completion  of  phase one of the exploration program on the Holy Cross property.
We  did  not incur any exploration expenditures during 2002 due to our inability
to raise the financing necessary to continue the recommended exploration program
on  the  Holy  Cross  mineral  claims.

We  incurred  professional  fees  in  the  amount  of $14,251 for the year ended
December  31,  2002,  a  decrease of $19,778 from the amount of $34,029 incurred
during  the  year ended December 31, 2001. These professional fees were incurred
in  connection  with  our  ongoing reporting requirements as a reporting company
under  the  Securities  Exchange  Act  of  1934.

We  paid  a  total of $9,000 to C.H.M. Consulting during the year ended December
31,  2002,  compared  to  $9,750  during  the  year  ended December 31, 2001, in
connection  with  the  provision  of  the  services  of  Mr. Stephen Barley, our
president,  secretary  and  treasurer,  and  administrative  services.

We incurred a net loss of $24,972 for the year ended December 31, 2002, compared
to  $54,811  for  the  year  ended December 31, 2001, representing a decrease of
$29,839.  Our  net  losses  were entirely attributable to our operating expenses

We  anticipate  that our operating expenses will increase if are able to acquire
an  interest  in a new property and we are able to raise the financing necessary

to  pursue  the  development  of  the  new property.  In addition, we anticipate
incurring ongoing professional expenses in connection with our being a reporting
company  under  the  Securities  Exchange  Act  of  1934.

Liquidity  and  Financial  Condition

We  had  cash of $347 as of December 31, 2002, compared to cash of $16,545 as of
December  31,  2001.  We had a working capital deficit of $11,169 as of December
31,  2002,  compared to working capital of $13,787 as of December 31, 2001.   We
financed  our operations during 2002 in part by a loan from a company controlled
by  Mr.  J.  Stephen  Barley  that was outstanding in the amount of $3,517 as of
December  31,  2002.

We  will  require additional financing in order to enable us to proceed with our
plan  of operations, as discussed above under Plan of Operations.   In addition,
we  anticipate  that we will require a minimum of approximately $29,000 over the
next  twelve  months  to  pay  for our ongoing expenses.  These expenses include
management  expenses  payable  to  C.H.M.  Consulting  and  professional  fees
associated  with our being a reporting company under the Securities Exchange Act
of  1934.  These  cash requirements are in excess of our current cash resources.
Accordingly,  we  will  require  additional  financing  in  order  to  continue
operations.  We  have  no arrangements in place for any additional financing and
there  is  no  assurance  that  we will achieve the required additional funding.




                                 Page 11 of 20

<PAGE>


ITEM  7.  FINANCIAL  STATEMENTS.

Index  to  Financial  Statements:

1.     Auditors'  Report;

2.     Audited  Financial  Statements  for  the  year  ended  December 31, 2002,
including:

     a.     Balance  Sheets  as  at  December  31,  2002  and  2001;

     b.   Statements  of  Loss  for  the years ended December 31, 2002 and 2001;

     c.   Statements  of  Stockholders'  Deficiency for the years ended December
          31,  2002  and  2001;

     d.   Statements  of  Cash  Flows  for the years ended December 31, 2002 and
          2001;

     e.   Notes  to  Financial  Statements.


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

Not  Applicable.



                                 Page 12 of 20

<PAGE>











                             TUSCANY MINERALS, LTD.
                         (An Exploration Stage Company)


                              FINANCIAL STATEMENTS


                           DECEMBER 31, 2002 AND 2001
                            (Stated in U.S. Dollars)











<PAGE>


                                                        MORGAN
                                                      & COMPANY
                                                        CHARTERED ACCOUNTANTS







                                AUDITORS' REPORT




To the Shareholders
Tuscany Minerals, Ltd.
(An exploration stage company)


We  have  audited  the  balance sheets of Tuscany Minerals, Ltd. (an exploration
stage  company)  as  at  December 31, 2002 and 2001, and the statements of loss,
cash  flows,  and stockholders' deficiency for the years ended December 31, 2002
and  2001,  and  for  the  cumulative period from inception, October 5, 2000, to
December  31,  2002.  These  financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audits.

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

In  our opinion, these financial statements referred to above present fairly, in
all  material respects, the financial position of the Company as at December 31,
2002  and 2001, and the results of its operations and cash flows for the periods
indicated  in  conformity  with  accounting principles generally accepted in the
United  States  of  America.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a going concern.  As discussed in Note 1(c) to the financial
statements,  the Company incurred a net loss of $87,093 since inception, has not
attained  profitable  operations  and  is  dependent  upon  obtaining  adequate
financing to fulfil its exploration activities.  These factors raise substantial
doubt  that  the  Company  will  be  able  to  continue  as  a  going  concern.
Management's  plans  in regard to these matters are also discussed in Note 1(c).
The  financial  statements do not include any adjustments that might result from
the  outcome  of  this  uncertainty.




Vancouver, B.C.                                           /s/ Morgan & Company
January 29, 2003                                          Chartered Accountants


Tel: (604) 687-5841        MEMBER OF               P.O. Box 10007 Pacific Centre
Fax: (604) 687-0075           ACPA          Suite 1488 - 700 West Georgia Street
www.morgan-cas.com        INTERNATIONAL                  Vancouver, B.C. V7Y 1A1



<PAGE>


                             TUSCANY MINERALS, LTD.
                         (An Exploration Stage Company)

                                 BALANCE SHEETS
                            (Stated in U.S. Dollars)



-----------------------------------------------------------------
                                                  DECEMBER 31
                                                2002       2001
-----------------------------------------------------------------

ASSETS

Current
  Cash                                       $    347   $ 16,545
=================================================================

LIABILITIES

Current
  Accounts payable and accrued liabilities   $  7,999   $  2,758
  Notes payable (Note 3)                        3,517          -
                                             --------------------
                                               11,516      2,758
                                             --------------------

STOCKHOLDERS' DEFICIENCY

Capital Stock
  Authorized:
    100,000,000 Common shares,
    par value $0.001 per share

  Issued and outstanding:
    12,538,000 Common shares                   12,538     12,538

  Additional paid-in capital                   63,462     63,462

Deficit Accumulated During
 The Exploration Stage                        (87,093)   (62,121)

Cumulative Translation Adjustment                 (76)       (92)
                                             --------------------
                                              (11,169)    13,787
                                             --------------------

                                             $    347   $ 16,545
=================================================================


<PAGE>


                             TUSCANY MINERALS, LTD.
                         (An Exploration Stage Company)

                               STATEMENTS OF LOSS
                            (Stated in U.S. Dollars)



--------------------------------------------------------------------------------
                                                                      CUMULATIVE
                                                                     PERIOD FROM
                                                                       DATE OF
                                                                    ORGANIZATION
                                                                      OCTOBER 5
                                                  YEARS ENDED          2000 TO
                                                  DECEMBER 31        DECEMBER 31
                                               2002          2001        2002
--------------------------------------------------------------------------------

Expenses
  Office and sundry                        $       218   $       492   $  1,648
  Professional fees                             14,251        34,029     53,152
  Mineral property option payment
   (Note 4)                                      1,298           630      3,428
  Mineral property exploration
   expenditure                                       -         8,500      8,500
  Filing and stock transfer fees                   205         1,410      1,615
  Management fee                                 9,000         9,750     18,750
                                           -------------------------------------
Net Loss For The Period                         24,972        54,811   $ 87,093
================================================================================

Basic And Diluted Net Loss
 Per Share                                 $     (0.01)  $     (0.01)
=====================================================================

Weighted Average Number Of
 Shares Outstanding                         12,538,000    12,538,000
=====================================================================

Comprehensive Income
  Net loss for the period                  $   (24,972)  $   (54,181)  $(87,093)
  Foreign currency translation
   adjustment                                      (76)          (92)       (76)
                                           -------------------------------------


Total Comprehensive Loss                   $   (25,048)  $   (54,273)  $(87,169)
================================================================================



<PAGE>

                             TUSCANY MINERALS, LTD.
                         (An Exploration Stage Company)

                            STATEMENTS OF CASH FLOWS
                            (Stated in U.S. Dollars)



---------------------------------------------------------------------------
                                                                 CUMULATIVE
                                                                PERIOD FROM
                                                                  DATE OF
                                                               ORGANIZATION
                                                                 OCTOBER 5
                                                YEARS ENDED       2000 TO
                                                DECEMBER 31     DECEMBER 31
                                              2002       2001       2002
---------------------------------------------------------------------------

Cash Flows From Operating Activity
  Net loss for the period                   $(24,972)  $(54,811)  $(87,093)

Adjustments To Reconcile Net Loss To
 Net Cash Used By Operating Activity
  Prepaid exploration advances                     -      4,250          -
  Accounts payable and accrued
   liabilities                                 5,241        198      7,999
  Accrued interest notes payable                  58          -         58
                                            -------------------------------
                                             (19,673)   (50,363)   (79,036)
                                            -------------------------------

Cash Flows From Financing Activities
  Notes payable proceeds                       3,459          -      3,459
  Share subscriptions                              -          -     76,000
                                            -------------------------------
                                               3,459          -     79,459
                                            -------------------------------

Effect Of Exchange Rate Changes On Cash           16       (752)       (76)
                                            -------------------------------

(Decrease) Increase In Cash                  (16,198)   (51,115)       347

Cash, Beginning Of Period                     16,545     67,660          -
                                            -------------------------------

Cash, End Of Period                         $    347   $ 16,545   $    347
===========================================================================




<PAGE>


                                   TUSCANY MINERALS, LTD.
                                (An Exploration Stage Company)

                            STATEMENTS OF STOCKHOLDERS' DEFICIENCY

                                  DECEMBER 31, 2002 AND 2001
                                   (Stated in U.S. Dollars)



                         COMMON STOCK           DEFICIT
                 ---------------------------   ACCUMULATED
                                  ADDITIONAL   DURING THE   CUMULATIVE
                                     PAID-IN   EXPLORATION  TRANSLATION
                   SHARES   AMOUNT   CAPITAL     STAGE      ADJUSTMENT    TOTAL
                 ---------------------------------------------------------------
November -
 Shares issued
 for cash at
 $0.001           6,500,000  $ 6,500  $      -  $      -   $       -   $  6,500

November -
 Shares issued
 for cash at
 $0.01            6,000,000    6,000    54,000         -           -     60,000

December -
 Shares issued
 for cash at
 $0.25               38,000       38     9,462         -           -      9,500

Translation
 adjustment               -        -         -         -         660        660

Net loss for
 the period               -        -         -    (7,310)          -     (7,310)
                 ---------------------------------------------------------------
Balance,
 December
 31, 2000        12,538,000   12,538    63,462    (7,310)        660     69,350

Translation
 adjustment               -        -         -         -        (752)      (752)

Net loss for
 the year                 -        -         -   (54,811)          -    (54,811)
                 ---------------------------------------------------------------
Balance,
 December
 31, 2001        12,538,000   12,538    63,462   (62,121)        (92)    13,787

Translation
 adjustment               -        -         -         -          16         16

Net loss for
 the year                 -        -         -   (24,972)          -    (24,972)
                 ---------------------------------------------------------------
Balance,
 December
 31, 2002        12,538,000  $12,538  $ 63,462  $(87,093)  $     (76)  $(11,169)
                 ===============================================================



<PAGE>

                             TUSCANY MINERALS, LTD.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001
                            (Stated in U.S. Dollars)



1.     NATURE OF OPERATIONS

a)     Organization

The Company was incorporated in the State of Nevada, U.S.A., on October 5, 2000.

b)     Exploration Stage Activities

The  Company  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  and  exploration of mining properties.  Upon location of a
commercial minable reserve, the Company expects to actively prepare the site for
its  extraction  and  enter  a  development  stage.

c)     Going Concern

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.


As  shown  in  the accompanying financial statements, the Company has incurred a
net loss of $ 87,093 for the period from October 5, 2000 (inception) to December
31,  2002,  and  has  no sales.  The future of the Company is dependent upon its
ability  to  obtain  financing  and  upon  future profitable operations from the
development  of its mineral properties.  Management has plans to seek additional
capital  through  a  private  placement and public offering of its common stock.
The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and  classification  of  recorded  assets, or the amounts of and
classification  of  liabilities that might be necessary in the event the Company
cannot  continue  in  existence.


2.     SIGNIFICANT ACCOUNTING POLICIES

The  financial  statements  of the Company have been prepared in accordance with
generally  accepted  accounting  principles  in  the  United  States.  Because a
precise  determination  of  many assets and liabilities is dependent upon future
events,  the  preparation  of  financial  statements  for  a  period necessarily
involves  the  use  of  estimates  which have been made using careful judgement.


<PAGE>

                             TUSCANY MINERALS, LTD.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT ACCOUNTING POLICIES (Continued)

The  financial  statements have, in management's opinion, been properly prepared
within  reasonable  limits  of  materiality  and  within  the  framework  of the
significant  accounting  policies  summarized  below:

a)     Mineral Property Option Payments and Exploration Costs

The  Company  expenses  all  costs related to the maintenance and exploration of
mineral claims in which it has secured exploration rights prior to establishment
of  proven  and probable reserves.  To date, the Company has not established the
commercial  feasibility  of  its exploration prospects, therefore, all costs are
being  expensed.

b)     Use of Estimates

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

c)     Foreign Currency Translation

The  Company's  functional currency is the U.S. dollar.  Transactions in foreign
currency  are  translated  into  U.S.  dollars  as  follows:

i)     monetary  items  at  the  rate  prevailing  at  the  balance  sheet date;
ii)    non-monetary  items  at  the  historical  exchange  rate;
iii)   revenue and expense at the average rate in effect during the applicable
       accounting  period.

d)     Income Taxes

The  Company  has  adopted Statement of Financial Accounting Standards No. 109 -
"Accounting  for Income taxes" (SFAS 109).  This standard requires the use of an
asset  and  liability approach for financial accounting, and reporting on income
taxes.  If it is more likely than not that some portion or all of a deferred tax
asset  will  not  be  realized,  a  valuation  allowance  is  recognized.


<PAGE>

                             TUSCANY MINERALS, LTD.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT ACCOUNTING POLICIES (Continued)

e)     Loss Per Share

The  Company computes loss per share in accordance with SFAS No. 128 - "Earnings
Per  Share".  Under  the  provisions  of  SFAS  No. 128, basic loss per share is
computed  using  the  weighted average number of common stock outstanding during
the  periods.  Diluted  loss  per  share  is computed using the weighted average
number  of  common  and potentially dilutive common stock outstanding during the
period.  As  the Company generated net losses in the period presented, the basic
and  diluted  loss  per share is the same as any exercise of options or warrants
would  anti-dilutive.


3.     NOTES PAYABLE

Notes  payable  are due to a company controlled by a director and are unsecured,
payable  on  demand,  and  bear  interest  at  8%  per  annum.


4.     MINERAL PROPERTY INTEREST

During  the year, the Company held an option agreement to acquire a 60% interest
in  a  mineral  claim  block  located  in the Omineca Mining Division of British
Columbia, Canada, for consideration consisting of staged cash payments totalling
$121,500 Canadian Dollars ("CDN") (CDN$1,500 paid), and exploration expenditures
totalling  CDN$558,500  (CDN$8,500  paid)  by  December  31,  2005.

The  option  agreement  was  terminated  by letter dated November 18, 2002.  The
Company is pursuing new mineral exploration activities and is also reviewing new
business  opportunities.


5.     RELATED PARTIES

i)   The  Company  paid  a management fee of $9,000 (2001 - $9,750) to a company
     controlled  by  a director. The management services are on a month to month
     basis  at  $750  per  month.

ii)  The  Company paid mineral property exploration expenditures of $Nil (2001 -
     $8,500)  and  option  payments of $1,298 (2001 - $630) to a director of the
     Company.




<PAGE>

                                    PART III



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

Our  executive  officers  and directors and their respective ages as of February
28,  2003  are  as  follows:

DIRECTORS:

Name  of  Director          Age
----------------------      ---
J.  Stephen  Barley         46
Geoffrey  N.  Goodall       42

EXECUTIVE  OFFICERS:

Name  of  Officer          Age     Office
--------------------       ---     -------
J.  Stephen  Barley        46      President,  Secretary,  Treasurer
                                   and  Chief  Executive  Officer

Set forth below is a brief description of the background and business experience
of  each  of  our  executive  officers  and  directors  for the past five years.

Mr. J. Stephen Barley is our president, secretary, treasurer and chief executive
officer  and is a member of our board of directors.  Mr. Barley was appointed to
our  board  of  directors  on  October 5, 2000.  Mr. Barley was appointed as our

president  on  October  5,  2000.  Mr.  Barley received his Bachelor of Commerce
degree  from  the Mount Allison University in New Brunswick, Canada in 1979.  He
received  his  law  degree  from  Dalhousie University in Nova Scotia, Canada in
1982.  Mr. Barley practiced as a lawyer with Casey & O'Neill and successor firms
from  1984  to  1991.  Mr.  Barley  practiced as a lawyer with J. Stephen Barley
Personal Law Corporation from 1992 to 1997.  Mr. Barley specialized in the areas
of  corporate  and  securities  law during the time of his private practice as a
lawyer with Casey & O'Neill and J. Stephen Barley Law Corporation.  Mr. Barley's
clients  included a number of publicly traded companies involved in the business
of  mineral  exploration.  Mr.  Barley  has been involved as a corporate finance
consultant and as a director and investor in several private and public business
ventures since 1997.  Mr. Barley is a member in good standing of the Law Society
of  British  Columbia  and  the  Law  Society  of  Alberta.  Mr.  Barley was the
president,  secretary,  treasurer  and a director of Copper Valley Minerals Ltd.
from  February  1999  to October 2001.  Copper Valley Minerals Ltd.(now known as
Dtomi,  Inc.)  is  a reporting company under the Securities Exchange Act of 1934
and  is a company whose shares are traded on the OTC Bulletin Board.  Mr. Barley
was  appointed  a director of New Century Equity Holdings, Corp, a Nasdaq listed
company,  from December 2000 to December 2002. Mr. Barley also became a director
of  NetDriven  Solutions Inc. on March 30, 2001, a Toronto Stock Exchange listed
public  IT  securities  company.

Mr.  Geoffrey  N. Goodall is one of our directors. He was appointed to our board
of  directors  on January 5, 2001. Mr. Goodall received his Bachelor of Science,
Geology,  from  the  University  of  British  Columbia in 1984. Mr. Goodall is a
member of the Association of Professional Engineers and Geoscientists of British
Columbia  and  is  a fellow of the Geological Association of Canada. Mr. Goodall
worked  as  a  geologist with Fox Geological Services Inc. of Vancouver, British
Columbia,  Canada from May, 1984 to May, 1997. Mr. Goodall's responsibilities as
a  geologist  with Fox Geological Services Inc. increased throughout this period
from  conducting  geological  field  surveys  to  senior  geologist in charge of
project  management.  Mr.  Goodall's  experience  covers  all aspects of mineral
exploration from concept design and implementation of reconnaissance exploration
to  detailed  drilling and preliminary mineral reserve calculations. Mr. Goodall
was  Vice-President,  Exploration of Upland Resources Ltd. of Vancouver, British
Columbia,  Canada from June, 1997 to September, 1998. Upland Resources Ltd. is a
public  company, the shares of which are traded on the Vancouver Stock Exchange.
Mr.  Goodall  was responsible for the design, implementation, and supervision of
mineral  exploration  projects  for  Upland  Resources.  Mr. Goodall worked with
Homestake  Mining  Inc. of San Francisco, California from September to December,


                                 Page 13 of 20

<PAGE>


1998. Mr. Goodall's work with Homestake was as a contract geologist whose duties
included  reviewing  the exploration programs and operations of Homestake Mining
in  Bulgaria.  Mr. Goodall was also a director of Copper Valley Minerals Ltd., a
reporting  company under the Securities Exchange Act of 1934 and a company whose
shares  are traded on the OTC Bulletin Board from August 1999 to September 2001.

Term  of  Office

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

Significant  Employees

We have no significant employees other than the officers and directors described
above.


ITEM  10.  EXECUTIVE  COMPENSATION.

The  following  table  sets  forth certain compensation information as to Mr. J.
Stephen  Barley,  the  Company's  chief executive officer.  The Company does not
have any other executive officers.  No other compensation was paid to Mr. Barley
other  than  the  cash  and  stock  option  compensation  set  forth  below.

                           SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------
                         ANNUAL COMPENSATION       LONG TERM COMPENSATION
                    ----------------------------  ------------------------
                                            Other                           All
                                           Annual    AWARDS       PAYOUTS  Other
                                            Com-  --------------  -------   Com-
                                            pen-  Restricted                pen-
                                            sa-   Stock   Options/  LTIP    sa-
Name      Title      Year  Salary  Bonus    tion  Awarded SARs*(#)payouts($)tion
----      -----      ----  ------  -----  ------- ------- ------- --------- ----

J.        Director   2002     0     0     $9,000     0       0        0       0
Stephen   and        2001     0     0     $9,750     0       0        0       0
Barley(1) President, 2000     0     0     $  750     0       0        0       0
          Secretary
          and Treasurer
--------------------------------------------------------------------------------
Notes:
(1)  Compensation  attributable  to  Mr. Barley is paid pursuant to a management
     between  us and C.H.M. Consulting Inc., a private company controlled by Mr.
     Barley.  See  below  under  "Management  Agreement".


STOCK  OPTION  GRANTS

We  did  not  grant  any  stock  options  to  any  of our officers, directors or
employees  during  our most recent fiscal year ended December 31, 2002.  We have
also  not  granted  any  stock  options  to  any  of  our officers, directors or
employees  since  December  31,  2002.

EXERCISES  OF  STOCK  OPTIONS  AND  YEAR-END  OPTION  VALUES

No  stock  options were exercised by our officers, directors or employees during
the  financial  year  ended  December  31,  2002.  No  stock  options  have been
exercised  since  December  31,  2002.

OUTSTANDING  STOCK  OPTIONS

We  do  not  have  any  stock  options  outstanding.


                                 Page 14 of 20

<PAGE>


MANAGEMENT  AGREEMENT

The  services  of  Mr.  J.  Stephen  Barley,  our  President and a director, are
provided to us pursuant to a management agreement with C.H.M. Consulting Inc., a
company  controlled  by  Mr. J. Stephen Barley.  We pay C.H.M. Consulting Inc. a
management  fee  of  $750  per month in consideration for C.H.M. Consulting Inc.
providing  management  and  administration  services  to  us.  This  management
agreement  has  been  extended on a month-to-month basis by agreement between us
and  Mr.  Barley  dated January 1, 2002.  These services include the services of
Mr.  Barley.  The  management  agreement provides that the fee payable to C.H.M.
Consulting  Inc.  will  be increased in the event that Mr. Barley is required to
spend  more  than  15%  of  his  business  time  on the business of the Company.

We do not have any employment or consultant agreement with Mr. Goodall and we do
not  pay  Mr.  Goodall  any  amount for acting as a director of the Company.  We
engaged  Mr. Goodall to complete phase one of our geological exploration program
on  our  previously  optioned  mineral  property  in  2001  at a cost of $8,500.

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

Section  16(a) of the Exchange Act requires the Company's executive officers and
directors,  and  persons  who  beneficially  own  more  than  ten percent of the
Company's  equity  securities,  to  file  reports  of  ownership  and changes in
ownership  with  the Securities and Exchange Commission. Officers, directors and
greater  than ten percent shareholders are required by SEC regulation to furnish
the  Company  with  copies  of  all  Section 16(a) forms they file. Based on its
review  of  the  copies  of such forms received by it, the Company believes that
during  the  fiscal  year  ended  December 31, 2002 all such filing requirements
applicable  to  its  officers  and  directors  were  complied  with.



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

The  following  table  sets  forth  certain information concerning the number of
shares  of  our  common stock owned beneficially as of February 28, 2003 by: (i)
each person (including any group) known to us to own more than five percent (5%)
of  any class of our voting securities, (ii) each of our directors and officers,
and (iii) our officers and directors as a group. Unless otherwise indicated, the
shareholders listed possess sole voting and investment power with respect to the
shares  shown.

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

Common  Stock     J.  Stephen  Barley          6,500,000  shares     51.8%
                  Director, President & CEO
                  2060  Gisby  Street
                  West  Vancouver,  BC
                  Canada  V7V  4N3

Common  Stock     Geoffrey  N.  Goodall            1,000  shares      0.007%
                  Director
                  1315  Arborlynn  Drive,
                  North  Vancouver,  BC
                  Canada  V7J  2V6

Common  Stock     All Officers and Directors    6,501,000  shares    51.8%
                  as  a  Group  that  consists  of
                  two  persons
================================================================================

                                 Page 15 of 20

<PAGE>



(1)     As  of  February  28,  2003,  there were 12,538,000 shares of our common
stock  issued  and  outstanding.
================================================================================


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

CHANGE  IN  CONTROL

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


ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

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

affect  us:

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

Mr.  J. Stephen Barley, our president and a director, has been our sole promoter
since  our  inception.  Mr.  Barley  has acquired 6,500,000 shares of our common
stock at a price of $0.001 US per share.  Mr. Barley paid a total purchase price
of  $6,500  for  these shares.  Mr. Barley purchased these shares on November 1,
2000.  Other  than  the  purchase  of  his stock and a management agreement with
C.H.M. Consulting Inc., Mr. Barley has not entered into any agreement with us in
which  he  is  to  receive  from  us  or  provide  to  us  any  thing  of value.

We  have  entered  into  a  management  agreement with C.H.M. Consulting Inc., a
company  controlled  by Mr. J. Stephen Barley, our President and a director.  We
pay  C.H.M.  Consulting  Inc.  a  management  fee  of  $750  per  month  on  a
month-to-month  basis  in  consideration  for  C.H.M.  Consulting Inc. providing
management  and  administration  services  for  us.  These  services include the
management  services  provided  by  Mr.  Barley  as  our  president.

Our  former  option to acquire a 60% interest in the Holy Cross mineral property
was  granted to us by one of our directors, Mr. Geoffrey N. Goodall.  The option
agreement  was  entered  into  on  December  8,  2000 prior to Mr. Goodall being
appointed  to  our  board  of  directors  on  January  5,  2001.  We  paid  cash
consideration to Mr. Goodall for the grant of the option in the amount of $1,500
on  December  8,  2000  upon  execution  of  the  option  agreement.  The option
agreement  was  amended by agreement dated December 8, 2001 in consideration for
the payment by us to Mr. Goodall of the amount of $1,000 CDN (approximately $650
US  as  at  February 28, 2003).  We negotiated a further extension to our option
agreement on June 7, 2002 whereby Mr. Goodall agreed to a six month extension to
the  dates for completion of the payments required under the option agreement in
consideration for the further payment of $1,000 CDN (approximately $650 US as at
February  28,  2003).  The option agreement was terminated by agreement with Mr.
Goodall  dated  as  of  November  18, 2002 whereby it was agreed that we have no
further  liability  or  obligations  regarding  the  option  agreement.

                                 Page 16 of 20

<PAGE>


We  retained  Mr.  Goodall  to  conduct  the  first phase of our geological work
program  on  the  Holy  Cross  mineral  claim.  We paid $8,500 to Mr. Goodall to
conduct the initial phase of our planned geological exploration program in 2001.

We  have  completed  sales  of  our  common  stock  in  private offerings to the
following  relatives  of  Mr.  Barley:

Name  of  Relative         Number  of  Shares     Relationship to Director
------------------         ------------------     ------------------------

Ms.  Mary  E.  Barley         1,000               Mother of J. Stephen Barley

Mr.  James  W.  Barley        1,000               Brother of J. Stephen Barley

Ms.  Donna  Durning         600,000               Sister of J. Stephen Barley

During  fiscal  2002,  a  private  company  controlled  by Mr. J. Stephen Barley
advanced  $3,517 to us as a loan.  The loan is unsecured, payable on demand, and
bears  interest  at  a  rate  of  8%  per  annum.



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

(a)     Exhibits  and  Index  of  Exhibits

Exhibit
Number     Description of Exhibit
-------------------------------------------------------------------------------
3.1      Articles  of  Incorporation(1)
3.2      Bylaws,  as  amended(1)
4.1      Share  Certificate(1)
10.1     Option  Agreement  with  Geoffrey  Goodall  dated  December 8, 2000(1)
10.2     Management  Agreement  with  C.H.M.  Consulting  Inc. dated
         December 1, 2000(1)
10.3     Amendment  to  Option  Agreement  with  Geoffrey Goodall dated
         April 4, 2001(1)
10.4     Amendment  to  Option Agreement with Geoffrey Goodall dated
         December 8, 2001(2)
10.5     Amendment to Option Agreement  with  Geoffrey  Goodall dated
         June 7, 2003(3)
10.6     Termination Agreement with Geoffrey Goodall dated as of November 18,
         2002 (4)
99.1     Certification of Chief  Executive Officer and Chief Financial Officer
         pursuant  to  pursuant to 18 U.S.C. Section 1350, as adopted pursuant
         to Section 906  of  the  Sarbanes-Oxley  Act  of  2002 (4)
-------------------------------------------------------------------------------

(1)  Previously  filed with the Securities and Exchange Commission as an exhibit
     to  the  Registrant's  Form SB-2 Registration Statement, as amended on June
     25,  2001.

(2)  Previously  filed with the Securities and Exchange Commission as an exhibit
     to  the  Registrant's  Annual  Report  on  Form  10-KSB  on  April 1, 2002.

(3)  Previously  filed with the Securities and Exchange Commission as an exhibit
     to  the  Registrant's  Quarterly  Report on Form 10-QSB on August 14, 2002.

(4)  Filed as an exhibit to this Annual Report on Form 10-KSB.
-------------------------------------------------------------------------------

                                 Page 17 of 20

<PAGE>


(b)     Reports  on  Form  8-K.

No  reports  on  Form  8-K were filed during the last quarter of our fiscal year
ended  December  31,  2002.

No  reports  on  Form  8-K  have  been  filed  since  December  31,  2002.


ITEM  14.     CONTROLS  AND  PROCEDURES.

As  required  by  Rule  13a-15  under  the  Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to  the  filing  date of this report.  This evaluation was carried out under the
supervision  and with the participation of our Chief Executive Officer and Chief
Financial Officer, Mr. J. Stephen Barley.  Based upon that evaluation, our Chief
Executive  Officer  and  Chief  Financial  Officer concluded that our disclosure
controls  and procedures are effective in timely alerting management to material
information  relating to us required to be included in our periodic SEC filings.
There  have  been  no  significant  changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the date
we  carried  out  our  evaluation.

Disclosure  controls  and  procedures are controls and other procedures that are
designed  to  ensure that information required to be disclosed our reports filed
or  submitted  under  the  Exchange  Act  is recorded, processed, summarized and
reported,  within  the  time  periods  specified  in the Securities and Exchange
Commission's  rules  and  forms.  Disclosure  controls  and  procedures include,
without  limitation, controls and procedures designed to ensure that information
required  to  be  disclosed  in  our  reports  filed  under  the Exchange Act is
accumulated  and  communicated  to  management,  including  our  Chief Executive
Officer  and  Chief  Financial  Officer,  to  allow  timely  decisions regarding
required  disclosure.



                                 Page 18 of 20

<PAGE>


                                   SIGNATURES


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


TUSCANY  MINERALS,  LTD.


By:  /s/ J.  Stephen  Barley
     ___________________________________
     J.  Stephen  Barley
     President,  Secretary  and  Treasurer
     Director
     Date:     March  5,  2003


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



By:  /s/ J.  Stephen  Barley
     ___________________________________
     J.  Stephen  Barley
     President,  Secretary  and  Treasurer
     (Principal  Executive  Officer)
     Director
     Date:     March  5,  2003




By:  /s/ Geoffrey  N.  Goodall
     ___________________________________
     Geoffrey  N.  Goodall
     Director
     Date:     March  5,  2003




<PAGE>


                                 CERTIFICATIONS

I,  J.  STEPHEN  BARLEY,  Chief Executive Officer and Chief Financial Officer of
Tuscany  Minerals,  Ltd.,  certify  that;

1.   I  have  reviewed  this  annual  report on Form 10-KSB of Tuscany Minerals,
     Ltd.;

2.   Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  annual  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether there were significant changes in internal controls
     or  in  other  facts  that  could  significantly  affect  internal controls
     subsequent  to  the  date  of  our  most  recent  evaluation, including any
     corrective  actions  with  regard  to significant deficiencies and material
     weaknesses.



Date:   March  5,  2003                /s/ J.  STEPHEN  BARLEY
        _____________________          ___________________________________
                                          (Signature)

                                   Chief  Executive  Officer
                                   and  Chief  Financial  Officer
                                   ------------------------------
                                          (Title)