<PAGE>

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

                         AMENDMENT NO. 3 TO 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,  2001

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

        For  the  transition  period  from  _____  to  _____

COMMISSION  FILE  NUMBER ______________


                             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.  [    ]

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.)  $34,712,750  as  of  May  28,  2002

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 24

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                                     PART I

ITEM 1.     DESCRIPTION OF BUSINESS.

In General

We  are  an exploration stage company engaged in the acquisition and exploration
of  mineral  properties.  We own an option to acquire an interest in the mineral
claim  described  below  under  the  heading "Holy Cross Mineral Property Option
Agreement".  There  is  no  assurance that a commercially viable mineral deposit
exists  on  our  mineral  claim.  Further  exploration will be required before a
final  evaluation  as  to  the  economic  and  legal  feasibility of any mineral
reserves  that we may discover on our mineral claim can be determined.  Our plan
of  operations  is to carry out exploration work on the Holy Cross mineral claim
in  order  to  ascertain  whether  this  claim  possesses  commercially  viable
mineralized  deposit.  We  have completed the first phase of a planned two-stage
exploration  work  program  on  the  Holy Cross mineral claim.  We are currently
evaluating  whether  to  proceed  with the second phase of this exploration work
program  based  on  the  results of the first phase and our ability to raise the
additional  required  financing  to  complete  this  work.  We  can  provide  no
assurance  to  investors  that  a  commercially  viable  mineralized deposit, or
reserve,  exists  in the Holy Cross mineral claim until further exploratory work
is  done  and  an  economic  evaluation  based  on  such work concludes economic
feasibility.

Organization

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

We  acquired  our  option to acquire an interest in the Holy Cross mineral claim
situated  in  the  Province  of  British  Columbia,  Canada on December 8, 2000.

Holy Cross Mineral Property Option Agreement

We  have  obtained  an option to acquire a 60% interest in a twenty-unit mineral
claim  situated  in the Province of British Columbia, Canada.  Mineral claims in
British  Columbia  consist  of  units,  with  each  unit being a square in shape
covering  25  hectares  and  measuring 500 meters on each side. We refer to this
mineral  claim  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 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.

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

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


                                  Page 2 of 24

<PAGE>

     (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.

This  option agreement was amended by agreement between us and Mr. Goodall dated
December  8,  2001  whereby the date for payment of the amount of $10,000 due on
December  8,  2001 was extended to June 8, 2002.  We paid Mr. Goodall $1,000 CDN
(approximately  $630  US  as  of  March  25,  2002)  in  consideration  for this
amendment.  We have completed exploration expenditures on our Holy Cross mineral
claim  in  the  amount  of  $8,500 to date.  The completion of these exploration
expenditures  in  the  amount  of  $8,500 satisfied the exploration expenditures
required  to  be completed by December 31, 2001 in order to preserve our option.

In  the event that we spend, in any of the above periods, less than the required
sum  on  exploration expenditures, we may, at our option, pay to Mr. Goodall the
difference  between  the  amount  actually  spent  and  the  amount  of required
exploration expenditures in full satisfaction of the exploration expenditures to
be  incurred.  We  would  consider paying Mr. Goodall the difference between the
amount actually spent and the amount of the required exploration expenditures in
the  event  that  (1) we had not incurred the required exploration expenditures,
and  (2) we did not want our option to terminate.  This circumstance could occur
where the results of a completed exploration program were positive and warranted
further  exploration  in  the  opinion  of  management but the costs incurred in
completing  the  exploration  program  were  less  than  the  amount required to
maintain  the  option.  In the event that we spend, in any period, more than the
required  sum,  then  the  excess  will  be  carried  forward and applied to the
required  exploration  expenditures to be incurred in subsequent periods.  If we
fail to make any required payment or incur any required exploration expenditure,
our  option  will terminate and we will have no further rights to the Holy Cross
mineral  property.  Property  exploration  expenditures  include  all  costs  of
acquisition and maintenance of the property, all expenditures on the exploration
of  the  property and all other costs and expenses of whatsoever kind or nature,
including  those of a capital nature, incurred or chargeable with respect to the
exploration  of  the  property.

During the term of our option, Mr. Goodall will be obligated to maintain in good
standing  the  Holy Cross mineral property by the doing and filing of assessment
work or making of payments in lieu thereof, by the payment of taxes and rentals,
and the performance of all other actions which may be necessary in order to keep
the  Holy  Cross mineral property free and clear of all liens and other charges.


Upon  acquiring a 60% interest in the Holy Cross mineral property by exercise of
our  option,  we  will enter into a joint venture agreement with Mr. Goodall for
the  purpose  of  conducting  further  exploration  for  a  commercially  viable
mineralized  orebody  on  the  Holy  Cross  mineral  property.


Location of the Holy Cross Mineral Property

The  Holy  Cross  mineral property consists of a twenty-unit mineral claim block
located  in  the Omineca Mining Division of north central British Columbia.  Our
mineral claim is comprised of a total of 500 hectares, measuring 2,500 meters by
2,000  meters.  It is located approximately 145km west of Prince George and 33km
south of the village of Fraser Lake.  The Holy Cross mineral property is readily
accessible  by  a network of forest service and secondary logging roads from the
village  of  Fraser  Lake,  33km  to  the  north.

The Holy Cross mineral property is located within the interior plateau region of
central  British  Columbia.  The  claim  covers  an  area of forested and logged
hillsides ranging in elevation from 1150m to 1400m, with small ponds and streams
draining  the  hills.  Approximately  40%  of  the  property  has been logged by
clear-cut  methods.  Where  not  logged, vegetation consists of pine, spruce and
some  fir.


                                  Page 3 of 24

<PAGE>

Geological Report

We  have  obtained  a  geological  evaluation  report  on the Holy Cross mineral
property.  Craig W. Payne M.Sc., P.Geo. of Crest Geological Consultants Limited,
Coquitlam,  British  Columbia  prepared  this geological report.  The geological
report  summarizes the results of the prior exploration of the Holy Cross claims
and  the  geological formations on the property that were identified as a result
of  this  prior  exploration.  The  geological  report also recommends a further
geological  exploration  program  on  the  Holy  Cross  claims.

Exploration History of the Holy Cross Mineral Property

The  history of the exploration of the Holy Cross Mineral Property is summarized
in  the  geological  report  that we obtained from Mr. Payne of Crest Geological
Consultants  Ltd.  The  following summary of the exploration history of the Holy
Cross  mineral  property  is  based  on  Mr. Payne's summary of this exploration
history.


Noranda  Exploration Company discovered the Holy Cross prospect in 1987 during a
reconnaissance  exploration  program.  The  original  claims  were  staked after
preliminary  exploration  investigations  had  been  completed.  The  process of
staking a mineral claim is the physical process of having the perimeter boundary
of  a  mineral  claim  marked in accordance with the requirements of the British
Columbia  Mineral  Tenure Act. Noranda explored the property during 1988-89 with
geological  mapping,  wide  spaced  soil  sampling,  trenching  and  geophysical
surveys.  They  identified  several  areas of mineralization with anomalous gold
concentrations. Anomalous concentrations of gold refer to concentrations of gold
present  in  minerals  that  are  above  normal  concentrations.  Anomalous
concentrations  of gold in the area of the Holy Cross prospect are considered to
be  concentrations above 0.1 grams of gold per ton. Concentrations of gold above
0.5  grams  per ton are also considered significant for geological evaluation of
the Holy Cross claims. Commercial concentrations of gold in the area of the Holy
Cross  claims  are  considered  to  be  an  average of 1.0 grams per ton of gold
present  in  approximately  30 million tons of minerals. Additional factors that
will  determine  whether a mineral property will sustain commercial exploitation
include  access  to  the  property,  availability  of  power and other services,
environmental  impact  and  remediation  costs,  costs  of  overburden  removal,
availability  of  labor  force  and  the accessibility of the viable mineralized
deposits  from  the  surface.


The  area  was  simultaneously  staked  in  1994  by Kennecott Canada and Cogema
Resources,  resulting  in  a  claim  dispute.  Prior  to  conceding  the ground,
Kennecott  conducted  geological mapping and geochemical surveys. During October
1994,  Cogema  Resources  conducted  reconnaissance  rock and soil sampling. The
property  was  optioned  to  Phelps  Dodge  Corporation  of  Canada  in 1995 who
conducted  additional  geological  mapping  and  geochemical  surveys.

The  claims  covering the key showings at the Holy Cross property lapsed in 1999
with  the  result  that title reverted to the Province of British Columbia.  Key
showings  are  the  main  or prominent areas of mineralization identified on the
property.   The  lapse  of  a  mineral  claim  means  that  mineral title to the
property  reverts  to  the  Province  of British Columbia.  In British Columbia,
mineral  claims will lapse when minimum amounts of exploration work on the claim
have  not  been completed or minimum payments in lieu of work have not been made
within  the  required  time  periods  imposed  by  legislation.

The  Holy  Cross  claim  was staked in February, 2000 by Mr. Geoffrey Goodall to
cover  the  main  area of prospective mineralization.   Mr. Goodall is the legal
owner  of title to the mineral claim and no other person has any interest in the
mineral  claim, other than our interest as a result of the option.  The Province
of  British  Columbia  owns the land covered by the mineral claim in fee simple.
In  order  to maintain this claim in good standing, we must complete exploration
work  on  the mineral claim or make payments to the Province of British Columbia
to  maintain  the  mineral  claim  in  lieu  of  completing  exploration  work.
Currently,  a work value of $100 CDN (approximately $63 US as of


                                  Page 4 of 24

<PAGE>

March  25, 2002) is required during each of the first two years after a claim is
staked and a work value of $200 CDN (approximately $126 US as of March 25, 2002)
is required in subsequent years. Based on the exploration work that we completed
on  the  Holy  Cross  mineral  claim  in 2001, the expiry date of the Holy Cross
mineral  claim  has  been  extended.  The  Holy Cross claim is presently in good
standing  until  February  24,  2003. Further exploration work on the Holy Cross
mineral  claim  must  be  completed  in  the amount of $2,000 CDN (approximately
$1,260  US  as  of  March 25, 2002) in the year ending February 24, 2003 or this
amount must be paid to the Province of British Columbia by February 24, 2003. In
subsequent years, exploration work must be completed in the amount of $4,000 CDN
(approximately  $2,520  US  as  of  March  25,  2002) or this amount paid to the
Province  of British Columbia in order to maintain the claim in good standing. A
maximum  of  nine  years of work credit may be filed on a claim. If the required
exploration work is not completed in any year or if a payment is not made to the
Province of British Columbia in lieu of the required work within this year, then
the  mineral  claim  will lapse and title with revert to the Province of British
Columbia.

We  are  not  aware of the reason why the companies that previously explored the
mineral  claims,  including Noranda Exploration Company, Kennecot Canada, Cogema
Resources  and  Phelps  Dodge Corporation, terminated their exploration efforts.
Reasons  for  termination  could  include:  (a) a determination that the mineral
claims  did  not host commercial viable mineralized deposits; (b) the failure of
each  company  to  recognize  the  potential  of  the  mineral  claims;  (c)  a
determination  to  pursue  more attractive exploration properties elsewhere; and

(d)  internal  company  factors, such as lack of financing or corporate changes.

Geology of the Mineral Claim

The  Holy  Cross  claim  covers three types of rocks - volcanic, sedimentary and
intrusive.  Gold mineralization is associated with the volcanic package of rocks
present on the claim.  Intrusive rocks have locally permeated the volcanic rocks
resulting  in altered characteristics to the host volcanic rock.  The alteration
style  and  pattern  are  indicative  of  prospective  deposits.


Geological Exploration Program

In  his geological report, Mr. Payne recommended that an initial geological work
program  comprised  of  data  acquisition,  compilation  and  review of existing
information  be  undertaken  to fully assess the potential mineralization of the
Holy  Cross  mineral  property.

We  accepted  the  recommendations  of  the geological report and completed this
initial  phase  of  the recommended geological work program in 2001 at a cost of
$8,500.  This  initial  phase  of  our  exploration program was completed by Mr.
Goodall and involved the acquisition of geological data from previous geological
exploration  and  the  review  and synthesis of this geological data.  This data
acquisition  involved the research and investigation of historic files to locate
and  retrieve data information acquired by pervious exploration companies in the
area  of  the  Holy  Cross  mineral  claim.  The  work  involved  in  this  data
acquisition  included  map  and  report reproduction, drafting and production of
base maps, and compilation of preexisting information into a common database and
map.  Geological review entails the geological study of an area to determine the
geological  characteristics,  identification  of  rock  types  and  any  obvious
indications  of mineralization. Geochemical analysis is the analytical procedure
conducted  by  a  credited  laboratory  to  determine  the  specific  elemental
concentrations of minerals contained within samples.  Such samples may be from a
variety  of  medium,  including  rock, soil and stream sediment.  The purpose of
undertaking  the  geological  review and geochemical analysis is to determine if
there  is  sufficient  indication for the area to host mineralization to warrant
additional  exploration.

We  received the results of this initial phase of our geological work program in
a  geological  report prepared by Mr. Goodall in 2001.  Mr. Goodall concluded in
his  geological  report  that  the Holy Cross mineral claims represent a classic
epithermal  style  of  gold  mineralization  hosted  within  volcanic


                                  Page 5 of 24

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rocks.  Epithermal  mineralization  occurs  in regions affected by heated ground
water  flow  that  locally  alters  the  minerals  present  in the host rock and
possibly  introduces  precious  metals  such  as  gold.  The mineral claims have
received sporadic exploration since discovery in 1987. Each exploration campaign
on  the  property  has  confirmed  the presence of gold mineralization. Areas of
gold, silver and pathfinder elements have been detected in altered rocks located
on  a series of knolls covered by the Holy 1 mineral claim. The presence of gold
mineralization  was  evidenced  in  samples taken from the mineral claims during
this  initial  stage  of  exploration. Mr. Goodall concluded that at least three
areas of gold mineralization have been identified to date and the identification
of  additional  prospects  is  possible.

As  a  result  of  these conclusions, Mr. Goodall recommended that a further two
stage  exploration program be conducted to further evaluate the potential of the
property.  The  initial,  stage  one  program  of  ground  surveys would include
establishment  of  a  survey  grid  to  provide  a base for Induced Polarization
geophysics,  detailed  geological  mapping,  rock  and  soil  geochemistry  and
prospecting.  Given  positive results from this initial exploration, a stage two
program  of  trenching  and  diamond  drilling  would be warranted.  A budget of
$200,000  is  required  to  support  the  recommended  program.

Cost estimates to complete the Stage 1 and 2 exploration programs recommended by
Mr.  Goodall  on  the  Holy  1  mineral  claim  are provided in the table below.


Stage One Exploration Program - Ground Surveys
----------------------------------------------

Geological mapping, geophysical and geochemical surveys, prospecting:
  Grid Preparation, line cutting                                   $6,000
  Geological mapping                                                7,000
  Geochemical sampling                                             28,000
  Geophysical IP survey                                            30,000
  Travel Expenses                                                   5,000
  Accommodation, board - camp costs                                 8,000
  Vehicle and Equipment Rental                                      2,500
  Field Supplies, communications                                    1,500
  Report preparation, result compilation                            2,000
                                                                 --------
  Total, Stage One Exploration                                    $90,000

Stage Two Exploration Program - Trenching and Diamond Drilling
--------------------------------------------------------------

300 metres trenching, 1000 metres diamond drilling:
  Contact trenching - mechanical excavator                        $20,000
  Contract Diamond Drilling, 1000 metres                           40,000
  Geology staff and supervision                                    12,000
  Analyses                                                         22,000
  Accommodation, board - camp costs                                10,000
  Vehicle and Equipment Rental                                      2,500
  Field Supplies, communications                                    1,500
  Report preparation, result compilation                            2,000
                                                                 --------
  Total, Stage Two Exploration                                   $110,000

Total Recommended Exploration Program, Holy Cross Property       $200,000
                                                                 ========


Current State of Exploration

The  Holy  Cross  mineral  claim  presently  does  not  have  any proven mineral
reserves.  The  property that is the subject to the mineral claim is undeveloped
and  does  not  contain  any  open-pit or


                                  Page 6 of 24

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underground mines. There is no mining plant or equipment located on the property
that is the subject of the mineral claim. Currently, there is no power supply to
the  Holy  Cross  mineral  claim.

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

Compliance with Government Regulation

We  will be required to conduct all mineral exploration activities in accordance
with  the  Mining  Act  of  British  Columbia.  We  will be required to obtain a
mineral  exploration  permit  from  the  British Columbia Ministry of Energy and
Mines  in order to proceed with phase on of the recommended work program.  There
is  no  charge to obtain the mineral exploration permit and we do not anticipate
any  delay  in  obtaining this permit.  We will be required to obtain additional
work  permits  from  the  British  Columbia Ministry of Energy and Mines for any
exploration  work  that  results  in  a  physical  disturbance  to  the  land.
Accordingly, we will be required to obtain a work permit if it proceeds with the
second  phase  of  its exploration program.  There is no charge to obtain a work
permit  under the Mining Act.  The time to obtain a work period is approximately
four  weeks.  We  will  incur the expense of our consultant geologist to prepare
the  required  submissions  to  the  Ministry  of  Energy and Mines.  We will be
required  by  the  Mining  Act  to  undertake  remediation work on any work that
results  in physical disturbance to the land.  The cost of remediation work will
vary  according  to  the degree of physical disturbance.  No remediation work is
anticipated  as  a result of completion of phase one of the exploration program.

We  have  budgeted  for  regulatory compliance costs in the proposed exploration
program  recommended by the geological report.  As mentioned above, we will have
to  sustain  the  cost  of  reclamation  and  environmental  remediation for all
exploration  and  other  work  undertaken.  The  amount  of  reclamation  and
environmental remediation costs are not known at this time as we do not know the
extent  of  the exploration program that will be undertaken beyond completion of
the  recommended  exploration program. Because there is presently no information
on  the  size,  tenor, or quality of any resource or reserve at this time, it is
impossible  to  assess  the  impact of any capital expenditures on earnings, our
competitive  position  or  us  in  the  event  a potentially economic deposit is
discovered.

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.


                                  Page 7 of 24

<PAGE>

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 advanced $8,500 on account of exploration expenditures to date.  We have
not  incurred  any  other  exploration  expenditures  since  our  incorporation.

Subsidiaries

We  do  not  have  any  subsidiaries.

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 and the other information in this
Form  10-KSB  Annual  Report 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 $16,545 as of December 31, 2001.  We currently do
not  have  any  operations  and  we have no income.  Our business plan calls for
significant  expenses in connection with the exploration of our optioned mineral
property.  We  will  require  additional  financing  in  order  to  complete the
full-recommended  exploration  program.   We  will  also  require  additional
financing  if  the costs of the exploration of our optioned mineral property are
greater  than  anticipated.  We will require additional financing to sustain our
business  operations  if  we  are  not  successful  in  earning  revenues  once
exploration  is  complete.  We  do  not  currently  have  any  arrangements  for
financing  and  we 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 gold, investor
acceptance  of our 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.  The only other anticipated alternative for the financing
of  further  exploration  would  be  the  offering  by  us of an interest in our
properties  to  be  earned  by  another  party  or  parties carrying out further
exploration  thereof,  which  is  not  presently  contemplated.

If  We  Do Not Complete the Payment and Expenditure Requirements Mandated In Our
Option,  We  Will  Lose  Our Interest in the Holy Cross Mineral Property and Our
Business  May  Fail

We  are  obligated  to  make  additional  option  payments and incur exploration
expenditures  on  our  optioned mineral property in order to exercise the option
and  obtain  a  60%  interest  in  the Holy Cross mineral property. We must make
additional  option  payments  in  the  amount  of $120,000 and incur


                                  Page 8 of 24

<PAGE>

exploration  expenditures  in  the  amount of $550,000 in order to exercise this
option.  We  will  require  substantial additional capital to fund the continued
exploration of our optioned mineral property in order to exercise the option. In
addition,  we  will  require substantial additional capital in order to exercise
the  option.  If  we  do  not  make  the  additional option payments or meet the
exploration  expenditures  required by the option agreement, we will forfeit our
interest  in  the  optioned  mineral  property  and will have no interest in the
optioned mineral property. We have no agreements for additional financing and we
can  provide no assurance to investors that additional funding will be available
to  us  on  acceptable  terms,  or  at  all, to continue operations, to fund new
business  opportunities or to execute our business plan. If we lose our interest
in  the optioned mineral property, there is a substantial risk that our business
will  fail.

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

We have not even begun the initial stages of exploration of our optioned mineral
claim,  and  thus have no way to evaluate the likelihood that we will be able to
operate  the business successfully.  We were incorporated in October 2000 and to
date  have  been  involved  primarily  in  organizational  activities  and  the
acquisition  of  the optioned mineral property.  We have not earned any revenues
as  of  the date of this Annual Report and have never been profitable.  Prior to
completion  of our exploration stage, we anticipate that we will incur increased
operating expenses without realizing any revenues.  We therefore expect to incur
significant  losses  into  the  foreseeable future.  We recognize that if we are
unable to generate significant revenues from 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 the Holy Cross mineral property
contains  commercially  viable  mineralized  deposits  of gold.  Exploration for
minerals  is  a speculative venture necessarily involving substantial risk.  The
expenditures  to  be  made  by  us  in  the  exploration of the optioned mineral
properties may not result in the discovery of commercial quantities of minerals.
Hazards  such  as  unusual  or  unexpected  formations  and other conditions are
involved  in  mineral  exploration  and often result in unsuccessful exploration
efforts.  We  may  also  become  subject to liability for pollution, cave-ins or
hazards  against  which  we  cannot  insure or against which we may elect not to
insure.  The  payment  of such liabilities may have a material adverse effect on
our  financial  position.

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

The  optioned  mineral  properties  do  not contain any known viable mineralized
deposits.  If  our  exploration  programs  are successful in establishing viable
mineralized deposits of commercial tonnage and grade, we will require additional
funds  in  order to complete our exploration of the Holy Cross mineral property.
At  this  time, we can provide no assurance to investors that we will be able to
do  so.

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


                                  Page 9 of 24

<PAGE>

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  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.

RISKS RELATED TO THIS OFFERING

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

While  Mr.  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
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.

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.


                                  Page 10 of 24

<PAGE>

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

Access  to  the mineral claim is restricted through most of the year due to snow
and  storms in the area.  As a result, any attempts to test, explore or mine the
property  is  largely  limited  to  the  few months out of the year when weather
permits  such activities.  These limitations can result in significant delays in
exploration  efforts  .  Such  delays  can have a significant negative effect on
our  results  of  operations.

ITEM 2.     DESCRIPTION OF PROPERTY.

We  do  not  own  or  lease  any  property  other than this option to acquire an
interest  in  the  Holy  Cross  mineral  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,  2001.


                                     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 ($)      LOW ($)
          ----------------------------------------------
          4th Quarter 2001          $5.10        $2.00
          ----------------------------------------------
          1st Quarter 2002          $7.00        $1.50
          ----------------------------------------------


                                  Page 11 of 24

<PAGE>

          ----------------------------------------------
          2nd Quarter 2002          $1.50        $1.50
              (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 13, 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,  2001.


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

Plan of Operations

Our  business  plan is to proceed with the exploration of the Holy Cross mineral
property  to  determine whether these mineral claims possess commercially viable
mineralized  deposits  of  gold.  We proceeded with phase one of the exploration
program  recommended  by  the  geological  report  in  2001 at a cost of $8,500.
Completion  of these exploration expenditures enabled us to meet the exploration
expenditure  requirement  under  our  option  agreement  for  the period through
December  31,  2001.

We are currently assessing whether to proceed to the first stage of phase two of
the  recommended geological exploration program upon completion of an assessment
of the results of phase one of the geological exploration program. In completing
this  determination,  we  will  make  an assessment as to whether the results of
phase  one  are  sufficiently  positive  to  enable  us to achieve the financing
necessary  for  use  to  proceed  with  the  first  stage  of  phase  two of the
exploration  program.  This  assessment will include an assessment of the market
for financing of mineral exploration projects at the time of our assessment.  If
we  decide  to  proceed  with the first stage of second phase of the


                                  Page 12 of 24

<PAGE>

recommended  exploration  program  based  on  the results of the first phase, we
anticipate  that  this  phase will proceed in the summer of 2002 at the earliest
and  provided  we  achieve  the  required  financing.

We  will  require additional funding in the event that we decide to proceed with
phase  two  of  the  exploration  program.  The anticipated cost of stage one of
phase  two exploration program is $90,000 which is in excess of our current cash
reserves  which  were  $16,545  as  of  December  31,  2001.  We anticipate that
additional  funding will be in the form of equity financing from the sale of our
common  stock.  However,  we cannot provide investors with any assurance that we
will  be  able  to raise sufficient funding from the sale of our common stock to
fund  phase two of the exploration program.  We believe that debt financing will
not  be  an alternative for funding phase two of the exploration program.  We do
not  have  any  arrangements  in  place  for  any  future  equity  financing.

We  will  make a determination whether to proceed with the second stage of phase
two  of the exploration program, provided we proceed to complete the first stage
of phase two.  The estimated cost of completion of the second stage of phase two
is  $110,000.  Accordingly,  the  total  cost  of  completing both the first and
second stage of phase two of the exploration program is $200,000.  We anticipate
that  the second stage of exploration would not be completed until the summer of
2003  as  the  first  stage  would not be completed until the summer of 2002 and
access  to the Holy Cross mineral claim is limited to the snow-free months.  Our
determination  as to whether to proceed to the second stage of phase two will be
based  on  an  assessment of whether the results of the first phase of stage two
are  sufficiently positive to warrant further exploration and whether we believe
we  will  be  able  to  finance  the  cost  of  this  exploration  program.

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.

3.   $90,000 for exploration expenses, if we determine to proceed with phase two
     of  our exploration program and provided we achieve the financing necessary
     to  proceed  with  this  exploration.

We  require  approximately  $119,000 to proceed with our plan of operations over
the next twelve months if we determine and are able to proceed with phase two of
our exploration program.  We will require approximately $29,000 to fund our plan
of operations over the next twelve months if we do not proceed with phase two of
our  exploration  program.   As  we  had  cash  in  the  amount of $16,545 as of
December 31, 2001, 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 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.

If we do not complete the cash payments or the exploration expenditures required
under  the option agreement for the Holy Cross mineral property, then our option
will  terminate  and  we will lose all our rights and interest in the Holy Cross
mineral property. If we do not secure additional financing to incur the required
exploration expenditures, we may consider bringing in a joint venture partner to
provide  the  required  funding.  We have not undertaken any efforts to locate a
joint  venture  partner.  In  addition,  we  cannot  provide  investors with any
assurance that we will be able to locate a joint venture partner who will assist
us  in  funding the exploration of the Holy Cross mineral property.  We may also
pursue  acquiring  interests  in  alternate  mineral  properties  in the future.


                                  Page 13 of 24

<PAGE>

If we lose our option in the Holy Cross mineral property due to our decision not
to proceed with further exploration or our inability to fund future exploration,
then  we  plan  to  pursue  the  acquisition  of  another  mineral property.  We
anticipate  that  any  future  acquisition  would  involve the acquisition of an
option to earn an interest in a mineral claim as we anticipate that we would not
have  sufficient cash to purchase a mineral claim of sufficient merit to warrant
exploration.  We  may  also decide to expand the scope of targeted properties to
include potential oil and gas properties if the market for minerals continues to
be depressed.  If we are unable to secure a mineral or natural resource property
for  exploration,  then  we  would pursue the acquisition of another business or
business  asset.  There  is  no  assurance  that we would be able to acquire any
interest  in any other mineral or natural resource property or other business in
view  of  our limited financial resources.  Further, we anticipate that we would
be  required  to secure further financing in order to conduct any exploration on
any  mineral  or  natural  resource  property or business acquired.  There is no
assurance  that  we  would  be  able to secure the required financing or that we
would  achieve  profitability  if  financing  was  completed.

Results Of Operations for Year Ended December 31, 2001

We did not earn any revenues during the year ended December 31, 2001.  We do not
anticipate  earning  revenues until such time as we have entered into commercial
production of our mineral properties.  We are presently in the exploration stage
of  our  business  and  we  can  provide  no  assurance  that  we  will discover
commercially viable mineralized deposits on our properties, or if such resources
are  discovered,  that  we  will enter into commercial production of our mineral
properties.

We  incurred  operating  expenses  in  the  amount of $54,811 for the year ended
December  31, 2001. We incurred $8,500 of exploration expenditures in connection
with  the  exploration  of our mineral claims during the year ended December 31,
2001.  These  exploration  expenditures  were  attributable to the completion of
phase  one  of  our  exploration  program.  We incurred professional fees in the
amount  of  $34,029 during the year ended December 31, 2001.  These professional
fees  that  were  attributable  our  corporate  organization and our filing of a
registration  statement  with the Securities and Exchange Commission.  We paid a
total  of $9,750 to C.H.M. Consulting 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 also paid a
total  of  $1,410  to  Pacific  Stock  Transfer  Company,  our  transfer  agent.

We  incurred  a  loss  of $54,811 for the year ended December 31, 2001.  Our net
loss  was  entirely  attributable  to  our  operating  expenses


We  anticipate  that  our  operating  expenses  will increase if we determine to
proceed with the next phase of exploration on our mineral claims and we are able
to  raise  sufficient additional financing in order to enable us to proceed with
this  exploration.  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  $16,545  as  of December 31, 2001, and had working capital of
$13,787  as  of  December  31,  2001.  We had cash of $67,660 as of December 31,
2000,  and  had  working  capital  of  $69,350  as  of  December  31,  2000.

We  will  require additional financing in order to enable us to proceed with any
further  exploration  of  our  mineral  claims, as discussed above under Plan of
Operations.  In  addition,  we  anticipate  that  we  will require 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


                                  Page 14 of 24

<PAGE>

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 15 of 24

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS.

Index to Financial Statements:

1.   Auditors'  Report;


2.   Audited  Financial  Statements  for  the  year  ended  December  31,  2001,
     including:

     a.   Balance  Sheets  as  at  December  31,  2001  and  2000;

     b.   Statement  of  Operations  for  the  years ended December 31, 2001 and
          2000;

     c.   Statement  of  Stockholders'  Equity  for the years ended December 31,
          2001  and  2000;

     d.   Statement  of  Cash  Flows  for  the years ended December 31, 2001 and
          2000;

     e.   Notes  to  Financial  Statements.



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

Not Applicable.



                                  Page 16 of 24

<PAGE>



                             TUSCANY MINERALS, LTD.
                         (An Exploration Stage Company)


                              FINANCIAL STATEMENTS


                           DECEMBER 31, 2001 AND 2000
                            (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, 2001 and 2000, and the statements of loss and
deficit  accumulated during the exploration stage, cash flows, and stockholders'
equity  for  the  period  from inception, October 5, 2000, to December 31, 2001.
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 United States generally accepted
auditing standards. 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  present fairly, in all material
respects,  the  financial  position  of  the Company as at December 31, 2001 and
2000,  and  the  results  of  its  operations and cash flows for the period from
inception,  October  5,  2000,  to  December  31, 2001 in accordance with United
States  generally  accepted  accounting  principles.

Without  qualifying  our  opinion,  we draw attention to Note 1 to the financial
statements.  The Company incurred a net loss of $62,121 since inception, has not
attained  profitable  operations  and  is  dependent  upon  obtaining  adequate
financing to fulfil its development activities.  These factors raise substantial
doubt  that  the  Company  will  be  able  to  continue  as  a  going  concern.

The  December  31,  2000  financial  statements  have  been  restated from those
previously  presented  as  explained  in  Note  6.



Vancouver,  B.C.                                      /s/ Morgan  &  Company
January  25,  2002                                    Chartered  Accountants



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


<PAGE>


<TABLE>
<CAPTION>

                            TUSCANY  MINERALS,  LTD.
                         (An Exploration Stage Company)

                       BALANCE SHEETS (RESTATED - NOTE 6)
                            (Stated in U.S. Dollars)


-----------------------------------------------------------
                                          DECEMBER  31
                                        2001       2000
-----------------------------------------------------------
<S>                                   <C>        <C>

ASSETS

Current
  Cash                                $ 16,545   $67,660
  Prepaid exploration advances               -     4,250
                                      ---------  --------
                                        16,545    71,910
                                      ---------  --------
Mineral Property Interest (Note 3)           -         -
                                      ---------  --------
                                      $ 16,545   $71,910
===========================================================

LIABILITIES

Current
  Accounts payable                    $  2,758   $ 2,560
                                      ---------  --------
SHAREHOLDERS' EQUITY

Share Capital
  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           (62,121)   (7,310)
Cumulative Translation
Adjustment                                 (92)      660
                                      ---------  --------
                                        13,787    69,350
                                      ---------  --------
                                      $ 16,545   $71,910
==========================================================

</TABLE>


Approved  by  the  Directors:



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

<PAGE>


<TABLE>
<CAPTION>

                             TUSCANY  MINERALS,  LTD.
                         (An Exploration Stage Company)

               STATEMENTS OF LOSS AND DEFICIT (RESTATED - NOTE 6)
                            (Stated in U.S. Dollars)


------------------------------------------------------------------------
                                             PERIOD FROM   PERIOD FROM
                                               DATE OF        DATE OF
                                             ORGANIZATION  ORGANIZATION
                                    YEAR       OCTOBER 5     OCTOBER 5
                                    ENDED       2000 TO       2000 TO
                                  DECEMBER 31  DECEMBER 31  DECEMBER 31
                                      2001         2000        2001
------------------------------------------------------------------------
<S>                               <C>           <C>          <C>
Expenses
  Office and sundry               $       492   $      938   $  1,430
  Professional fees                    34,029        4,872     38,901
  Mineral property
  option payment                          630        1,500      2,130
  Mineral property
   exploration expenditure              8,500            -      8,500
  Filing and stock
   transfer fees                        1,410            -      1,410
  Management fee                        9,750            -      9,750
                                  -----------   ----------   ---------
Net Loss For The Period                54,811        7,310   $ 62,121
                                  -----------   ----------   =========
Deficit Accumulated During
The Exploration Stage,
Beginning Of Period,
as previously reported                  5,810            -

Prior Period Adjustment (Note 6)        1,500            -
                                  -----------   ----------
Deficit Accumulated During
The Exploration Stage,
Beginning Of Period,
as restated                             7,310            -
                                  -----------   ----------
Deficit Accumulated During
The Exploration Stage,
End Of Period                     $    62,121   $    7,310
===========================================================
Net Loss Per Share                $     (0.01)  $    (0.01)
===========================================================
Weighted Average Number
Of Shares Outstanding              12,538,000    8,350,574
===========================================================
Comprehensive Income
  Net loss for the period         $   (54,181)  $   (7,310)  $(61,491)
  Foreign currency translation
   adjustment                             (92)         660        (92)
                                  -----------   ----------   ---------
Total Comprehensive Loss          $   (54,273)  $   (6,650)  $(61,583)
=======================================================================
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                       TUSCANY  MINERALS,  LTD.
                                    (An Exploration Stage Company)

                        STATEMENTS OF STOCKHOLDERS' EQUITY (RESTATED - NOTE 6)

                                      DECEMBER 31, 2001 AND 2000
                                       (Stated in U.S. Dollars)




                                    Common Stock

                    -----------------------------------------
                                                   Additional         Cumulative
                                                     Paid-In          Translation
                                Shares      Amount  Capital  Deficit  Adjustment  Total
                            ------------------------------------------------------------
<S>                           <C>           <C>     <C>      <C>        <C>      <C>
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,
 as restated (Note 6)                 -          -        -    (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
========================================================================================

</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                             TUSCANY  MINERALS,  LTD.
                         (An Exploration Stage Company)

                  STATEMENTS OF CASH FLOWS (RESTATED - NOTE 6)
                            (Stated in U.S. Dollars)


-------------------------------------------------------------------
                                      PERIOD FROM   PERIOD FROM
                                        DATE OF       DATE OF
                                     ORGANIZATION   ORGANIZATION
                               YEAR     OCTOBER 5   OCTOBER 5
                               ENDED      2000 TO    2000 TO
                            DECEMBER 31 DECEMBER 31 DECEMBER 31
                                 2001       2000      2001
-------------------------------------------------------------------
<S>                            <C>        <C>       <C>
Cash Flows From Operating
Activity
  Net loss for the period,
  as restated (Note 6)         $(54,811)  $(7,310)  $(62,121)

Adjustments To Reconcile Net
Loss To Net Cash Used By
Operating Activity
  Prepaid exploration advances    4,250    (4,250)         -
  Accounts payable                  198     2,560      2,758
                               ------------------------------
                                (50,363)   (9,000)   (59,363)
                               ------------------------------

Cash Flows From
  Financing Activity
  Share subscriptions                 -    76,000     76,000
                               ------------------------------
Effect Of Exchange
Rate Changes On Cash               (752)      660        (92)
                               ------------------------------
(Decrease) Increase In
Cash                            (51,115)   67,660     16,545

Cash, Beginning Of Period        67,660         -          -
                               -------------------------------
Cash, End Of Period           $ 16,545   $67,660   $ 16,545
=============================================================

</TABLE>


<PAGE>

                             TUSCANY MINERALS, LTD.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000
                            (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 is in the process of exploring its mineral property and has not yet
determined  whether  the  property  contains  ore reserves that are economically
recoverable.

The  recoverability of amounts shown as mineral property costs is dependent upon
the  discovery  of  economically  recoverable  reserves,  confirmation  of  the
Company's  interest  in  the  underlying  mineral  claims and the ability of the
Company  to  obtain  profitable  production  or  proceeds  from  the disposition
thereof.

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 $62,121 for the period from October 5, 2000 (inception) to December
31,  2001,  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.

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:


<PAGE>

                             TUSCANY MINERALS, LTD.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000
                            (Stated in U.S. Dollars)


2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

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.


e)     Net  Loss  Per  Share

Net  loss  per  share  is  based on the weighted average number of common shares
outstanding  during  the  period plus common share equivalents, such as options,
warrants  and  certain  convertible  securities.  This  method  requires primary
earnings  per  share  to  be  computed  as  if the common share equivalents were
exercised  at  the beginning of the period or at the date of issue and as if the
funds obtained thereby were used to purchase common shares of the Company at its
average  market  value  during  the  period.


<PAGE>

                             TUSCANY MINERALS, LTD.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000
                            (Stated in U.S. Dollars)



3.     MINERAL  PROPERTY

The  Company  has  entered  into an option agreement, dated December 8, 2000, to
acquire  a  60%  interest in a mineral claim block located in the Omineca Mining
Division  of  British  Columbia.  The  optionor  is  a  director of the Company.

In  order  to  earn  its interest, the Company must make cash payments and incur
exploration  expenditures  as  follows:

     Cash  payments:

-     $1,500  on  execution  of  the  agreement
-     $10,000  by  June  8,  2002
-     $20,000  by  December  8,  2002
-     $40,000  by  December  8,  2003
-     $50,000  by  December  8,  2004

Exploration  expenditures:

-     $8,500  by  December  31,  2001
-     A  further  $50,000  by  December  31,  2002
-     A  further  $100,000  by  December  31,  2003
-     A  further  $150,000  by  December  31,  2004
-     A  further  $250,000  by  December  31,  2005


4.     CONTINGENCY

     Mineral  Property

The  Company's mineral property interest has been acquired pursuant to an option
agreement.  In  order to retain its interest, the Company must satisfy the terms
of  the  option  agreement  described  in  Note  3.


5.     RELATED  PARTIES

i)   The Company paid a management fee of $9,750 (2000 - $Nil) to a company
     controlled by a director. The management services are on a month to month
     basis at $750 per month.


<PAGE>

                             TUSCANY MINERALS, LTD.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS


                           DECEMBER 31, 2001 AND 2000
                            (Stated in U.S. Dollars)



5.     RELATED  PARTIES  (Continued)

ii)  The Company paid mineral property exploration expenditures of $8,500 (2000
     - $Nil) and option payments of $630 (2000 - $Nil) to a director of the
     Company.


6.     PRIOR  PERIOD  ADJUSTMENT

During the year ended December 31, 2001, the Company adjusted its accounting for
mineral  property  option  payments  which had previously been capitalized.  The
adjustment  was  made  in  order  to  reflect the initial expensing of all costs
related  to  the maintenance and exploration of mineral property interests where
commercial  feasibility  has  not been established.  The adjustment results in a
decrease  in  mineral  property  interest  of  $1,500  at  December 31, 2000, an
increase  in  loss  for  the  period  ended  December 31, 2000 of $1,500, and an
increase  in  deficit  at  December  31, 2000 of $1,500.  Loss per share for the
period  ended  December  31,  2000  was  unchanged.


<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 May 21,
2002  are  as  follows:

DIRECTORS:

Name of Director             Age
-------------------          -----
J. Stephen Barley            45
Geoffrey N. Goodall          41

EXECUTIVE OFFICERS:

Name of Officer              Age     Office
-------------------          -----   -------
J. Stephen Barley            45      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 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 National
Market company, in December 2000. Mr. Barley also became a director of NetDriven
Solutions  Inc.  on  March  30,  2001, a Canadian data storage services 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


                                  Page 17 of 24

<PAGE>

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, 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 information as to the Company's highest
paid  executive  officers  and  directors  for  the  Company's fiscal year ended
December  31,  2001.  No  other  compensation  was  paid  to any such officer or
directors  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   2001     0      0    $9,750     0       0        0       0
Stephen   and        2000     0      0      $750     0       0        0       0
Barley(1) President, 1999    N/A    N/A      N/A    N/A     N/A      N/A     N/A
          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 the executive officers during our most
recent  fiscal year ended December 31, 2001.  We have also not granted any stock
options  to  the  executive  officers  since  December  31,  2001.


EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION VALUES

No  stock options were exercised by our officers, directors and employees during
the  financial  year  ended  December  31,  2001.  No  stock  options  have been
exercised  since  December  31,  2002


                                  Page 18 of 24

<PAGE>

OUTSTANDING STOCK OPTIONS

We  do  not  have  any  stock  options  outstanding.


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 planned geological exploration
program  on  our  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, 2001 all such filing requirements
applicable  to  its  officers  and  directors  were complied with exception that
reports  were  filed  late  by  the  following  persons:



--------------------------------------------------------------------------------
                                 Number      Transactions     Known Failures
                                 Of Late     Not Timely       To File a Required
Name and Principal Position      Reports     Reported         Form
--------------------------------------------------------------------------------

J. STEPHEN BARLEY,               One          None            None
Director & President

GEOFFREY N. GOODALL,             One          None            None
Director

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


                                  Page 19 of 24

<PAGE>

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 May 21, 2002 by: (i) each
person  (including  any group) known to us to own more than five percent (5%) of
any  class  of  our  voting  securities,  (ii)  each of our directors, and (iii)
officers  and directors as a group. Unless otherwise indicated, the shareholders
listed  possess  sole  voting  and  investment  power with respect to the shares
shown.


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

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

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

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

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

(1)  As of May 21, 2002, 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:


                                  Page 20 of 24

<PAGE>

     -    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  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.  This agreement
is  a critical part of our business plan.  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  $630  US as at March 25, 2002).  We are
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  June  8,  2002;
     (2)  $20,000  on  or  before  December  8,  2002;
     (3)  $40,000  on  or  before  December  8,  2003;
     (4)  $50,000  on  or  before  December  8,  2004;  and

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

     (1)  a  further  $50,000.00  on  or  before  December  31,  2002;
     (2)  a  further  $100,000.00  on  or  before  December  31,  2003;
     (3)  a  further  $150,000.00  on  or  before  December  31,  2004;  and
     (4)  a  further  $250,000.00  on  or  before  December  31,  2005.

The  terms  and  conditions  of  the  option agreement, including the amount and
timing of the consideration, were negotiated between us and Mr. Goodall prior to
Mr. Goodall becoming one of our directors.  Negotiations were carried out by Mr.
Barley,  our president and a director, on our behalf.   The amount of the option
payments  and  exploration expenditures that are to be made in order to exercise
the  option  were based on option payments and exploration expenditures required
for properties of similar merit to the Holy Cross mineral claims.  The structure
of the timed option payments and required exploration expenditures is a standard
structure  for  options on mineral


                                  Page 21 of 24

<PAGE>

properties in British Columbia. We evaluated the merit of the Holy Cross mineral
claims  in  reaching  an agreement on the amount of option payments and required
exploration  expenditures. The cost of the acquisition of the Holy Cross mineral
claim  to Mr. Goodall was approximately $1,800. These costs include direct costs
paid  by  Mr. Goodall to pay for staking of the Holy Cross mineral claims but do
not  include  any  amount in consideration of Mr. Goodall's professional time in
acquiring  the  claims.

We  retained  Mr.  Goodall  to conduct the first phase of our planned geological
work program.  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

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)
    5.1            Consent of Cane & Company, LLC, with consent to use(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)

--------------------------------------------------------------------------------
(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.
--------------------------------------------------------------------------------


                                  Page 22 of 24

<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,  2001.

No  reports  on  Form  8-K  have  been  filed  since  December  31,  2001.




                                  Page 23 of 24

<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:  December 3, 2002


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



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

     Date:  December 3, 2002




By:  /s/ Geoffrey N. Goodall
     ___________________________________
     Geoffrey N. Goodall
     Director

     Date:  December 3, 2002