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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 10-KSB

(Mark One)

**x****** Annual
  Report Pursuant To Section 13 Or 15(D) Of The Securities Exchange Act Of 1934
  For the fiscal year ended DECEMBER 31, 2003

** ̈**  
  Transition Report Under Section 13 Or 15(D) Of The Securities Exchange Act Of
  1934
  For the transition period from _____ to _____

COMMISSION FILE NUMBER000-32981

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

|NEVADA                                                         | 98-0335259                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
|                                                               |                                     
|2060 Gisby Street                                              |                                     
|West Vancouver, British Columbia                               | V7V 4N3                             
|(Address of principal executive offices)                       | (Zip Code)                          
|                                                               |                                     
|604-926-4300                                                   |                                     
|Issuer's telephone number                                      |                                     

|Securities registered under Section 12(b) of the Exchange Act: | NONE                      
|-------------------------------------------------------------- | --------------------------
|                                                               |                           
|Securities registered under Section 12(g) of the Exchange Act: | COMMON STOCK,             
|                                                               | PAR VALUE $0.001 PER SHARE

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

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

State issuer's revenues for its most recent fiscal year NIL

State the aggregate market value of the voting and non-voting
  common equity held by non-affiliates computed by reference to the price at which
  the common equity was sold, or the average bid and asked price of such common
  equity, as of a specified date within the past 60 days. (See definition of affiliate
  in Rule 12b-2 of the Exchange Act.) $8,509,050
  as of March 19, 2004

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, as of March 19, 2004.

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

Page 1 of 21

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TUSCANY MINERALS, LTD. FORM 10-KSB

INDEX

|         |                                                                                                                       | PAGE
|-------- | --------------------------------------------------------------------------------------------------------------------- | ----
|PART I   |                                                                                                                       |     
|         |                                                                                                                       |     
|Item 1.  | Description Of Business                                                                                               | 3   
|         |                                                                                                                       |     
|Item 2.  | Description Of Property.                                                                                              | 9   
|         |                                                                                                                       |     
|Item 3.  | Legal Proceedings.                                                                                                    | 9   
|         |                                                                                                                       |     
|Item 4.  | Submission Of Matters To A Vote Of Security Holders.                                                                  | 9   
|         |                                                                                                                       |     
|PART II  |                                                                                                                       |     
|         |                                                                                                                       |     
|Item 5.  | Market For Common Equity And Related Stockholder Matters.                                                             | 9   
|         |                                                                                                                       |     
|Item 6.  | Management's Discussion And Analysis Or Plan Of Operation.                                                            | 11  
|         |                                                                                                                       |     
|Item 7.  | Financial Statements.                                                                                                 | 13  
|         |                                                                                                                       |     
|Item 8.  | Changes In And Disagreements With Accountants On Accounting
      And Financial Disclosure.                           | 14  
|         |                                                                                                                       |     
|Item 8A. | Controls and Procedures.                                                                                              | 14  
|         |                                                                                                                       |     
|PART III |                                                                                                                       |     
|         |                                                                                                                       |     
|Item 9.  | Directors, Executive Officers, Promoters And Control
      Persons; Compliance With Section 16(A) Of The Exchange Act | 15  
|         |                                                                                                                       |     
|Item 10. | Executive Compensation.                                                                                               | 16  
|         |                                                                                                                       |     
|Item 11. | Security Ownership Of Certain Beneficial Owners And
      Management.                                                 | 17  
|         |                                                                                                                       |     
|Item 12. | Certain Relationships And Related Transactions.                                                                       | 18  
|         |                                                                                                                       |     
|Item 13. | Exhibits And Reports On Form 8-K                                                                                      | 19  
|         |                                                                                                                       |     
|Item 14. | Principal Accountant Fees and Services.                                                                               | 20  

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PART I

ITEM 1.             DESCRIPTION
  OF BUSINESS.

FORWARD-LOOKING STATEMENTS

The information in this Annual Report on Form 10-QSB contains
  forward-looking statements within the meaning of Section 27A of the Securities
  Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
  as amended. These forward-looking statements involve risks and uncertainties,
  including statements regarding Tuscany's capital needs, business plans and expectations.
  Such forward-looking statements involve risks and uncertainties regarding the
  market price of natural resources, availability of funds, government regulations,
  common share prices, operating costs, capital costs and other factors. Forward-looking
  statements are made, without limitation, in relation to operating plans, property
  exploration and development, availability of funds and operating costs. Any
  statements contained herein that are not statements of historical facts may
  be deemed to be forward-looking statements. In some cases, you can identify
  forward-looking statements by terminology such as "may", "will", "should", "expect",
  "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential"
  or "continue", the negative of such terms or other comparable terminology. Actual
  events or results may differ materially. In evaluating these statements, you
  should consider various factors, including the risks outlined below, and, from
  time to time, in other reports Tuscany files with the SEC. These factors may
  cause Tuscany's actual results to differ materially from any forward-looking
  statement. Tuscany disclaims any obligation to publicly update these statements,
  or disclose any difference between its actual results and those reflected in
  these statements. The information constitutes forward-looking statements within
  the meaning of the Private Securities Litigation Reform Act of 1995. Given these
  uncertainties, readers are cautioned not to place undue reliance on such forward-looking
  statements.

OVERVIEW

We are an exploration stage company that has to date been
  engaged in the acquisition and exploration of mineral and oil and gas properties.

We formerly owned an option to acquire an interest in the
  mineral claim known as "Holy Cross mineral claim." We were unable to maintain
  our interest in this mineral claim due to our inability to raise financing to
  pursue exploration of the mineral claim. Subsequent to our losing our interest
  in this mineral claim, we entered into negotiations with a Texas based group
  of investors for the acquisition of targeted producing oil and gas properties.

On June 19, 2003, we entered into an agreement to participate
  in the re-entry of a natural gas well in the Tennessee Colony East (Rodessa)
  Field located in Anderson County, Texas, and the connection of the well to a
  pipeline. During fiscal 2003, we conducted a drilling program to re-enter the
  well with the objective of commencing production from the well. The re-entry
  program was not successful and we determined to abandon the well. Subsequent
  to abandonment, we entered into an agreement with the party who controls a 11/12
  interest in the well regarding the abandonment of the well.

Our current plan of operations is to seek out the acquisition
  of an interest in a prospective or existing mineral property or a prospective
  or producing oil and gas property or other oil and gas resource related projects.
  We have not entered into any definitive agreements to date for an acquisition
  in any new property and there is no assurance that we will be able to enter
  into any definitive agreements. We anticipate that any further drilling program
  or any new acquisition will require that we raise additional financing. There
  is no assurance that we would be able to achieve the financing necessary to
  enable us to pursue our plan of operations.

CORPORATE ORGANIZATION

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

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

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GAS EXPLORATION ACTIVITIES DURING 2003

LNR No. 1 Well

We entered into an agreement on June 19, 2003 to participate
  in the re-entry of a natural gas well in the Tennessee Colony East (Rodessa)
  Field located in Anderson County, Texas, and the connection of the well to a
  pipeline. The execution of the agreement followed our negotiations with a Texas
  based group of independent oil and gas operators for the acquisition of targeted
  producing and prospective gas properties.

The well is known as the LNR No. 1 Well and is located on
  527.23 acres of property in Anderson County, Texas. We entered into an agreement
  with an arms-length party who controls 11/12ths of the undivided mineral interest
  in the property. Production from the property was subject to required payments
  of royalties and overriding royalty interests totaling no more than 25% of the
  production from the property.

Under the terms of the agreement, we agreed to pay for two-thirds
  (66.66%) of 11/12ths of the costs attributable to re-entering, completing and
  connecting the LNR No. 1 Well to a pipeline. The remaining one-third (33.33%)
  of the 11/12ths was to be paid for by an independent operating company that
  would also carry out the development work on the well. The agreement also provided
  that we would pay $30,250 for leasehold costs up front in respect of leasehold
  costs. In consideration for this undertaking, we were to receive a 50% working
  interest in the well, subject to the 25% royalty interests. This interest represents
  a six-sixteenths (6/16th) net revenue interest in the well.

We undertook a re-entry drilling program on the well in our
  third quarter with the objective of commencing gas production from the well.
  The objective of the re-entry program was to re-enter the well, drill out the
  remaining cement plugs, re-perforate the targeted Rodessa formation and flow
  test the well. Our proportionate share of the cost of the drilling and re-entry
  program was $192,350. The drilling program was not successful due to difficulties
  encountered in gaining access to the targeted Rodessa formation. As a result
  of these difficulties, we determined to abandon the drilling program at the
  end of September 2003.

We entered into an agreement with Jerry H. Clay, the party
  controlling an 11/12 interest in the well, regarding the abandonment of the
  well. We conveyed to Mr. Clay our interest in the well, subject to a right to
  participate in the drilling of a new well on the lands, and Mr. Clay agreed
  to assume all liabilities associated with plugging and abandoning the well.

We plan to continue to pursue negotiations for acquisitions
  of interests in additional prospective gas properties or other oil and gas resource
  related projects. There is no assurance that we will be able to finance the
  acquisition of an interest in any additional well or finance its participation
  in any operating agreement for the placing of any prospective gas well into
  production.

OUR CURRENT PLAN OF OPERATIONS

We currently have no business assets or revenue generating
  properties.

Our current plan of operations is to seek out the acquisition
  of an interest in a prospective or existing mineral property or a prospective
  or producing oil and gas property or other oil and gas resource related projects.
  As we have minimal capital, it is unlikely that we will be able to acquire an
  interest in more than one property without completing a financing. We presently
  do not have any arrangements in place for financing. There is no assurance that
  we will be able to achieve the financing necessary to enable us to pursue our
  plan of operations.

Our current plan of operations is to acquire an interest in
  a new prospective or existing mineral property or a prospective or producing
  gas property or other oil and gas resource related project . We have not entered
  into any definitive agreements to date for an acquisition in any new property
  and there is no assurance that we will be able to enter into any definitive
  agreements. We anticipate that any further drilling program or any new acquisition
  will require that we raise additional financing. We presently do not have any
  arrangements in place for financing. There is no assurance that we will be able
  to achieve the

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financing necessary to enable us to pursue our plan of operations.
  As we have minimal capital, it is unlikely that we will be able to acquire an
  interest in more than one property. In addition, even if we are able to acquire
  an interest in a mineral property or an oil and gas property and achieve the
  necessary funding, there is no assurance that any revenues would be generated
  by us or that revenues generated would be sufficient to provide a return to
  investors.

HOLY CROSS MINERAL CLAIMS  2000 TO 2002

We formerly owned an option to acquire an interest in the
  mineral claim known as "Holy Cross mineral claim." The Holy Cross mineral claim
  is a twenty-unit mineral claim situated in the Omineca Mining Division in the
  Province of British Columbia, Canada. We were unable to maintain our interest
  in this mineral claim due to our inability to raise financing to pursue exploration
  of the mineral claim.

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 was previously one of our directors.

We completed an initial exploration program on the Holy Cross
  mineral property in 2001. However, we were unable to raise additional financing
  either to pay the amounts due under the option agreement or to incur the exploration
  expenditures required by the option agreement. As a result, we were unable to
  satisfy the conditions required for us to retain our interest in the option
  for the Holy Cross mineral claims. The option agreement and our interest in
  the Holy Cross mineral claims was terminated by agreement with Mr. Goodall on
  November 18, 2002. Under the terms of the termination agreement, we have no
  further liability to Mr. Goodall under the option agreement or otherwise in
  respect of the Holy Cross mineral claims.

COMPETITION

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

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

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

COMPLIANCE WITH GOVERNMENT REGULATION

We will not know the government regulations with which we
  must comply until such time as we acquire an interest in a new property. Similarly,
  we will not be able to assess the cost of compliance with government regulations
  until we acquire an interest in a new property. If we are successful in acquiring
  an interest in a new property, we will be required to comply with all regulations,
  rules and directives of governmental authorities and agencies applicable to
  the exploration and development of minerals and/ or oil and gas in the United
  States generally and in any state in which we carry out exploration. Exploitation
  and development of minerals and oil and gas properties may require prior approval
  of applicable

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governmental regulatory agencies. There can be no assurance
  that such approvals will be obtained. The cost and delay involved in attempting
  to obtain such approvals cannot be known in advance.

EMPLOYEES

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

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

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

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

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

EXPLORATION EXPENDITURES

We have incurred mineral property exploration expenditures
  in the amount of $8,500 to date. We incurred oil and gas property exploration
  expenditures in the amount of $205,657 during 2003.

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

RISKS RELATED TO OUR FINANCIAL CONDITION AND BUSINESS MODEL

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

We had cash in the amount of $639 and a working capital deficit
  of $282,882 as of December 31, 2003. We currently do not have any operations
  and we have no income. Our business plan calls for significant expenses in connection
  with the acquisition of a new prospective mineral or prospective oil and/ or
  gas property. Our acquisition of an interest in a new property will be subject
  to our achieving the financing necessary for us to acquire the interest. We
  will also require additional financing in order to carry out exploration or
  production of any property in which we are able to acquire an interest. We will
  require

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additional financing to sustain our business operations in
  view of the fact that we will incur the cost of acquisition and additional development
  prior to achieving revenues. We do not currently have any arrangements for financing
  and we can provide no assurance to investors that we will be able to find such
  financing if required. Obtaining additional financing would be subject to a
  number of factors, including market prices for minerals and oil and gas, investor
  acceptance of our prospective property, and investor sentiment. These factors
  may make the timing, amount, terms or conditions of additional financing unavailable
  to us. The most likely source of future funds presently available to us is through
  the sale of equity capital. Any sale of share capital will result in dilution
  to existing shareholders.

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

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

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

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

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

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

RISKS RELATED TO OUR MARKET AND STRATEGY

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

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

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

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

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

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

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

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

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.

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ITEM 2.             DESCRIPTION
  OF PROPERTY.

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

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

ITEM 3.             LEGAL
  PROCEEDINGS.

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

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

No matters were submitted to our security holders for a vote
  during the fourth quarter of our fiscal year ending December 31, 2003.

PART II

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

Market Information

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

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

Page 9 of 21

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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 March 19, 2004, 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, 2003.

Page 10 of 21

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

PLAN OF OPERATIONS

Our current plan of operations is to acquire an interest in
  a new prospective or existing mineral property or a prospective or producing
  gas property or other oil and gas resource related projects. We have not entered
  into any definitive agreements to date for an acquisition in any new property
  and there is no assurance that we will be able to enter into any definitive
  agreements. We anticipate that any further drilling program or any new acquisition
  will require that we raise additional financing. We presently do not have any
  arrangements in place for financing. There is no assurance that we will be able
  to achieve the financing necessary to enable us to pursue our plan of operations.
  As we have minimal capital, it is unlikely that we will be able to acquire an
  interest in more than one property. In addition, even if we are able to acquire
  an interest in a mineral property or an oil and gas property and achieve the
  necessary funding, there is no assurance that any revenues would be generated
  by us or that revenues generated would be sufficient to provide a return to
  investors.

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

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

|1. | $25,000 in connection with our targeting, evaluating
        and negotiating potential mineral exploration or oil and gas properties;                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                
|2. | $10,000 for operating expenses, including professional
        legal and accounting expenses associated with our becoming a reporting
        issuer under the Securities Exchange Act of 1934;
|   |                                                                                                                                                                                                
|3. | $9,000 for consulting fees to be paid pursuant to our
        management agreement with C.H.M. Consulting Inc. for its management services
        and the services of Mr. Barley.             

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

Accordingly, we require a minimum of approximately $44,000
  to proceed with our plan of operations over the next twelve months, exclusive
  of any acquisition or development costs. This amount may increase if we are
  required to carry our due diligence investigations of any prospective property
  or if the costs of negotiating acquisition agreements are greater than anticipated.
  As we had cash in the amount of $639 and a working capital deficit in the amount
  of $282,882 as of December 31, 2003, we do not have sufficient working capital
  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 and to fund our
  working capital deficit in order to enable us to pay our accounts payable and
  accrued liabilities. 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.

Results Of Operations for the Year Ended December 31, 2003

We did not earn any revenues during the years ended December
  31, 2003 or December 31, 2002. We do not anticipate earning revenues until such
  time as we are able to acquire an interest in a mineral property or an oil and
  gas property and we are successful in completing the commercial development
  of the property.

We incurred expenses in the amount of $271,508 for the year
  ended December 31, 2003, compared to $24,972 for the year ended December 31,
  2002. The increases in expenditures for 2003 compared with 2002 are primarily
  attributable to the unsuccessful completion of the re-entry drilling program
  on the LNR

Page 11 of 21

---

No.1 well. We incurred oil and gas property exploration expenditures
  in the amount of $205,657 during the year ended December 31, 2003.

We incurred professional fees in the amount of $12,228 during
  the year ended December 31, 2003, compared to $14,251 for the year ended December
  31, 2002. These professional fees were primarily attributable to compliance
  with our reporting requirements as a reporting company under the Securities
  Exchange Act of 1934.

We incurred travel and business and development expenses in
  the amount of $32,788 during the year ended December 31, 2003, compared to $nil
  for the year ended December 31, 2002. The increase in travel and business and
  development expenses was associated with our identification and negotiation
  of an interest in the LNR No.1 well and our unsuccessful completion of the drilling
  and re-entry program on the LNR No.1 well.

We incurred a loss of $271,508 for the year ended December
  31, 2003, compared to a loss of $24,972 for the year ended December 31, 2002.
  Our increased loss is primarily attributable to our unsuccessful drilling and
  re-entry program on the LNR No. 1 well completed during our third quarter.

Liquidity And Capital Resources

We had cash of $639 as of December 31, 2003 compared to cash
  of $347 as of December 31, 2002. We had a working capital deficit of $282,882
  as of December 31, 2003 compared to working capital deficit of $11,169 as of
  December 31, 2002.

We financed our operations during 2003 through a loan obtained
  from a third party. We borrowed the principal sum of $196,050 under this loan
  which was outstanding in the amount of $202,585 as of December 31, 2003. The
  loan bears interest at the rate of 8% per annum and was originally repayable
  on or before January 28, 2004. We have negotiated an extension to the maturity
  date for this loan to July 28, 2004. As consideration for this extension, we
  have agreed to pay to the lender an additional payment of $25,000 on maturity
  of the loan in addition to accrued interest.

We will require additional financing in order to enable us
  to proceed with our plan of operations, as discussed above under Plan of Operations.
  In addition, we anticipate that we will require a minimum of approximately $44,000
  over the next twelve months to pay for our ongoing expenses. These expenses
  include management expenses payable to C.H.M. Consulting and professional fees
  associated with our being a reporting company under the Securities Exchange
  Act of 1934. These cash requirements are in excess of our current cash and working
  capital resources. Accordingly, we will require additional financing in order
  to continue operations and to repay our accrued liabilities. We have no arrangements
  in place for any additional financing and there is no assurance that we will
  achieve the required additional funding. There is no assurance that any party
  will advance additional funds to us in order to enable us to sustain our plan
  of operations or to repay our liabilities.

We have not purchased or sold any plant or significant equipment
  and do not expect to do so in the foreseeable future.

Page 12 of 21

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ITEM 7.             FINANCIAL
  STATEMENTS.

Included with this Annual Report on Form 10-KSB are our audited
  financial statements for the year ended December 31, 2003 that are comprised
  of the following:

|1. | Auditors Report;                                                                  
|-- | -----------------------------------------------------------------------------------
|   |                                                                                    
|2. | Audited Financial Statements for the year ended
      December 31, 2003, including:
|   |                                                                                    
|   | a.                                                                                 
|   |                                                                                    
|   | b.                                                                                 
|   |                                                                                    
|   | c.                                                                                 
|   |                                                                                    
|   | d.                                                                                 
|   |                                                                                    
|   | e.                                                                                 

Page 13 of 21

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TUSCANY MINERALS, LTD.(An Exploration Stage Company)

FINANCIAL STATEMENTS

DECEMBER 31, 2003 AND 2002 (Stated in U.S. Dollars)



F-1

---



INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of 
  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, 2003 and 2002, and the statements
  of loss, cash flows, and stockholders deficiency for the years ended December
  31, 2003 and 2002, and for the cumulative period from inception, October 5,
  2000, to December 31, 2003. These financial statements are the responsibility
  of the Company's management. Our responsibility is to express an opinion on
  these financial statements based on our audits.

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

In our opinion, these financial statements referred to above
  present fairly, in all material respects, the financial position of the Company
  as at December 31, 2003 and 2002, and the results of its operations and cash
  flows for the periods indicated in conformity with accounting principles generally
  accepted in the United States of America.

The accompanying financial statements have been prepared assuming
  the Company will continue as a going concern. As discussed in Note 1(c) to the
  financial statements, the Company incurred a net loss of $358,601 since inception,
  has not attained profitable operations and is dependent upon obtaining adequate
  financing to fulfil its exploration activities. These factors raise substantial
  doubt that the Company will be able to continue as a going concern. Managements
  plans in regard to these matters are also discussed in Note 1(c). The financial
  statements do not include any adjustments that might result from the outcome
  of this uncertainty.

|Vancouver, B.C.   | Morgan & Company   
|----------------- | ---------------------
|                  |                      
|February 18, 2004 | Chartered Accountants



|Tel: (604) 687-5841 |                                     | P.O. Box 10007 Pacific Centre
|------------------- | ----------------------------------- | -----------------------------
|fax: (604) 687-0075 | Sute 1488 - 700 West Georgia Street
|www.morgan-cas.com  | Vancouver, B.C. V7Y 1A1            

F-2

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TUSCANY MINERALS, LTD.(An Exploration Stage Company)

BALANCE SHEETS (Stated in U.S. Dollars)

|                                                            |   | DECEMBER
      31 |  
|----------------------------------------------------------- | - | ----------------- | -
|                                                            |   | 2003              |  
|                                                            |   |                   |  
|ASSETS                                                      |   |                   |  
|                                                            |   |                   |  
|Current                                                     |   |                   |  
|Cash                                                        | $ | 639               |  
|                                                            |   |                   |  
|LIABILITIES                                                 |   |                   |  
|                                                            |   |                   |  
|Current                                                     |   |                   |  
|Accounts payable
      and accrued liabilities              | $ | 56,718            |  
|Notes payable (Note
      4)                                |   | 24,218            |  
|Promissory note
      and accrued interest payable (Note 5) |   | 202,585           |  
|                                                            |   | 283,521           |  
|                                                            |   |                   |  
|STOCKHOLDERS DEFICIENCY                                    |   |                   |  
|                                                            |   |                   |  
|Capital Stock                                               |   |                   |  
|Authorized:                                                 |   |                   |  
|100,000,000
      Common shares, par value $0.001 per share |   |                   |  
|                                                            |   |                   |  
|Issued and outstanding:                                     |   |                   |  
|12,538,000
      Common shares                              |   | 12,538            |  
|                                                            |   |                   |  
|Additional paid-in
      capital                            |   | 63,462            |  
|                                                            |   |                   |  
|Deficit Accumulated During The Exploration Stage            |   | (358,601          | )
|                                                            |   |                   |  
|Cumulative Translation Adjustment                           |   | (281              | )
|                                                            |   | (282,882          | )
|                                                            |   |                   |  
|                                                            | $ | 639               |  

F-3

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TUSCANY MINERALS, LTD.(An Exploration Stage Company)

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

|                                       |   |             |   |   |             |   |   | CUMULATIVE   |  
|-------------------------------------- | - | ----------- | - | - | ----------- | - | - | ------------ | -
|                                       |   |             |   |   |             |   |   | PERIOD FROM  |  
|                                       |   |             |   |   |             |   |   | DATE OF      |  
|                                       |   |             |   |   |             |   |   | ORGANIZATION |  
|                                       |   |             |   |   |             |   |   | OCTOBER 5    |  
|                                       |   | YEARS ENDED |   |   | 2000 TO     |  
|                                       |   | DECEMBER 31 |   |   | DECEMBER 31 |  
|                                       |   | 2003        |   |   | 2002        |   |   | 2003         |  
|                                       |   |             |   |   |             |   |   |              |  
|Expenses                               |   |             |   |   |             |   |   |              |  
|Office and sundry                      | $ | 438         |   | $ | 218         |   | $ | 2,028        |  
|Consulting fee                         |   | 3,193       |   |   | -           |   |   | 3,193        |  
|Professional fees                      |   | 12,228      |   |   | 14,251      |   |   | 65,380       |  
|Oil and gas property
      exploration |   |             |   |   |             |   |   |              |  
|expenditures                           |   | 205,657     |   |   | -           |   |   | 205,657      |  
|Mineral property
      option payment  |   | -           |   |   | 1,298       |   |   | 3,428        |  
|Mineral property
      exploration     |   |             |   |   |             |   |   |              |  
|expenditure                            |   | -           |   |   | -           |   |   | 8,500        |  
|Filing and stock
      transfer fees   |   | 468         |   |   | 205         |   |   | 2,083        |  
|Management fee                         |   | 9,000       |   |   | 9,000       |   |   | 27,750       |  
|Interest                               |   | 7,736       |   |   | -           |   |   | 7,794        |  
|Travel and business
      development  |   | 32,788      |   |   | -           |   |   | 32,788       |  
|                                       |   |             |   |   |             |   |   |              |  
|Loss For
      The Period              | $ | 271,508     |   | $ | 24,972      |   | $ | 358,601      |  
|                                       |   |             |   |   |             |   |   |              |  
|Basic And
      Diluted Loss Per Share | $ | (0.02       | ) | $ | (0.01       | ) |   |              |  
|                                       |   |             |   |   |             |   |   |              |  
|Weighted Average Number Of Shares      |   |             |   |   |             |   |   |              |  
|Outstanding                            |   | 12,538,000  |   |   | 12,538,000  |   |   |              |  
|                                       |   |             |   |   |             |   |   |              |  
|Comprehensive Income                   |   |             |   |   |             |   |   |              |  
|Net loss for the
      period          | $ | (271,508    | ) | $ | (24,972     | ) | $ | (358,601     | )
|Foreign currency
      translation     |   |             |   |   |             |   |   |              |  
|adjustment                             |   | (281        | ) |   | (76         | ) |   | (281         | )
|                                       |   |             |   |   |             |   |   |              |  
|Total Comprehensive
      Loss         | $ | (271,789    | ) | $ | (25,048     | ) | $ | (358,882     | )

F-4

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TUSCANY MINERALS, LTD.(An Exploration Stage Company)

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

|                                               |   |             |   |   |             |   |   | CUMULATIVE   |  
|---------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ------------ | -
|                                               |   |             |   |   |             |   |   | PERIOD FROM  |  
|                                               |   |             |   |   |             |   |   | DATE OF      |  
|                                               |   |             |   |   |             |   |   | ORGANIZATION |  
|                                               |   |             |   |   |             |   |   | OCTOBER 5    |  
|                                               |   | YEARS ENDED |   |   | 2000 TO     |  
|                                               |   | DECEMBER 31 |   |   | DECEMBER 31 |  
|                                               |   | 2003        |   |   | 2002        |   |   | 2003         |  
|                                               |   |             |   |   |             |   |   |              |  
|Cash Flows From Operating Activity             |   |             |   |   |             |   |   |              |  
|Net loss for the
      period                  | $ | (271,508    | ) | $ | (24,972     | ) | $ | (358,601     | )
|                                               |   |             |   |   |             |   |   |              |  
|Adjustments To Reconcile Net Loss To Net       |   |             |   |   |             |   |   |              |  
|Cash Used By Operating Activity                |   |             |   |   |             |   |   |              |  
|Accounts payable
      and accrued liabilities |   | 48,719      |   |   | 5,241       |   |   | 56,718       |  
|                                               |   | (222,789    | ) |   | (19,673     | ) |   | (301,883     | )
|                                               |   |             |   |   |             |   |   |              |  
|Cash Flows From Financing Activities           |   |             |   |   |             |   |   |              |  
|Notes payable                                  |   | 20,701      |   |   | 3,459       |   |   | 24,218       |  
|Share subscriptions                            |   | -           |   |   | -           |   |   | 76,000       |  
|Promissory note
      payable                  |   | 202,585     |   |   | -           |   |   | 202,585      |  
|                                               |   | 223,286     |   |   | 3,459       |   |   | 302,803      |  
|                                               |   |             |   |   |             |   |   |              |  
|Effect Of Exchange Rate Changes On Cash        |   | (205        | ) |   | 16          |   |   | (281         | )
|                                               |   |             |   |   |             |   |   |              |  
|(Decrease) Increase In Cash                    |   | 292         |   |   | (16,198     | ) |   | 639          |  
|                                               |   |             |   |   |             |   |   |              |  
|Cash, Beginning Of Period                      |   | 347         |   |   | 16,545      |   |   | -            |  
|                                               |   |             |   |   |             |   |   |              |  
|Cash, End
      Of Period                      | $ | 639         |   | $ | 347         |   | $ | 639          |  

F-5

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TUSCANY MINERALS, LTD.(An Exploration Stage Company)

STATEMENTS OF STOCKHOLDERS DEFICIENCY

DECEMBER 31, 2003 AND 2002 (Stated in U.S. Dollars)

|                           |                    |  |   |             |  |   |            |  |   | DEFICIT     |   |   |             |   |   |          |  
|-------------------------- | ------------------ |  | - | ----------- |  | - | ---------- |  | - | ----------- | - | - | ----------- | - | - | -------- | -
|                           | COMMON
      STOCK |  |   | ACCUMULATED |  |   |            |  |   |             |  
|                           |                    |  |   |             |  |   | ADDITIONAL |  |   | DURING THE  |   |   | CUMULATIVE  |   |   |          |  
|                           |                    |  |   |             |  |   | PAID-IN    |  |   | EXPLORATION |   |   | TRANSLATION |   |   |          |  
|                           | SHARES             |  |   | AMOUNT      |  |   | CAPITAL    |  |   | STAGE       |   |   | ADJUSTMENT  |   |   | TOTAL    |  
|                           |                    |  |   |             |  |   |            |  |   |             |   |   |             |   |   |          |  
|November - Shares issued   |                    |  |   |             |  |   |            |  |   |             |   |   |             |   |   |          |  
|for
      cash at $ 0.001  | 6,500,000          |  | $ | 6,500       |  | $ | -          |  | $ | -           |   | $ | -           |   | $ | 6,500    |  
|November - Shares issued   |                    |  |   |             |  |   |            |  |   |             |   |   |             |   |   |          |  
|for
      cash at $ 0.01   | 6,000,000          |  |   | 6,000       |  |   | 54,000     |  |   | -           |   |   | -           |   |   | 60,000   |  
|December - Shares issued   |                    |  |   |             |  |   |            |  |   |             |   |   |             |   |   |          |  
|for
      cash at $ 0.25   | 38,000             |  |   | 38          |  |   | 9,462      |  |   | -           |   |   | -           |   |   | 9,500    |  
|Translation adjustment     | -                  |  |   | -           |  |   | -          |  |   | -           |   |   | 660         |   |   | 660      |  
|Net loss for the period    | -                  |  |   | -           |  |   | -          |  |   | (7,310      | ) |   | -           |   |   | (7,310   | )
|                           |                    |  |   |             |  |   |            |  |   |             |   |   |             |   |   |          |  
|Balance, December 31, 2000 | 12,538,000         |  |   | 12,538      |  |   | 63,462     |  |   | (7,310      | ) |   | 660         |   |   | 69,350   |  
|Translation adjustment     | -                  |  |   | -           |  |   | -          |  |   | -           |   |   | (752        | ) |   | (752     | )
|Net loss for the year      | -                  |  |   | -           |  |   | -          |  |   | (54,811     | ) |   | -           |   |   | (54,811  | )
|                           |                    |  |   |             |  |   |            |  |   |             |   |   |             |   |   |          |  
|Balance, December 31, 2001 | 12,538,000         |  |   | 12,538      |  |   | 63,462     |  |   | (62,121     | ) |   | (92         | ) |   | 13,787   |  
|Translation adjustment     | -                  |  |   | -           |  |   | -          |  |   | -           |   |   | 16          |   |   | 16       |  
|Net loss for the year      | -                  |  |   | -           |  |   | -          |  |   | (24,972     | ) |   | -           |   |   | (24,972  | )
|                           |                    |  |   |             |  |   |            |  |   |             |   |   |             |   |   |          |  
|Balance, December 31, 2002 | 12,538,000         |  |   | 12,538      |  |   | 63,462     |  |   | (87,093     | ) |   | (76         | ) |   | (11,169  | )
|Translation adjustment     | -                  |  |   | -           |  |   | -          |  |   | -           |   |   | (205        | ) |   | (205     | )
|Net loss for the year      | -                  |  |   | -           |  |   | -          |  |   | (271,508    | ) |   | -           |   |   | (271,508 | )
|                           |                    |  |   |             |  |   |            |  |   |             |   |   |             |   |   |          |  
|Balance, December 31, 2003 | 12,538,000         |  | $ | 12,538      |  | $ | 63,462     |  | $ | (358,601    | ) | $ | (281        | ) | $ | (282,882 | )

F-6

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TUSCANY MINERALS, LTD.(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2003 AND 2002 (Stated in U.S. Dollars)

|1. | NATURE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|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.

F-7

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TUSCANY MINERALS, LTD.(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2003 AND 2002 (Stated in U.S. Dollars)

|**2.** | SIGNIFICANT ACCOUNTING
        POLICIES(Continued)
      The financial statements have, in managements
        opinion, been properly prepared within reasonable limits of materiality
        and within the framework of the significant accounting policies summarized
        below:
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                          
|       | a)                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                          
|       | b)                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                          
|       | c)                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                          
|       | d)                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                          
|       | e)                                                                                                                                                                                                                                                                                       

F-8

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TUSCANY MINERALS, LTD.(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2003 AND 2002 (Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING
        POLICIES(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3. | OIL AND GAS PROPERTY
      The Company has entered into an agreement, dated June
        19, 2003, with an arms length party who controls 11/12thof
        the undivided mineral interest in the property, to participate in the
        re-entry of a natural gas well located in Anderson County, Texas, USA,
        and the connection of the well to a pipeline. Under the terms of the agreement,
        the Company will pay for 66.66% of 11/12thof the costs attributable
        to re-entering, completing and connecting the well to a pipeline. The
        agreement also provides that the Company will pay $30,250 for leasehold
        costs. In consideration for its undertaking, the Company will receive
        a 50% working interest in the well, subject to a 25% royalty interest
        of the production from the property. This interest represents a 6/16thnet revenue interest in the well.

F-9

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TUSCANY MINERALS, LTD.(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2003 AND 2002 (Stated in U.S. Dollars)

|3. | OIL AND GAS PROPERTY(Continued)
      During September 2003, the re-entry work on the natural
        gas well was abandoned and the Company entered into an agreement to terminate
        the well acquisition agreement. The exploration costs incurred to September
        30, 2003 has been charged to operations.                                                                                   
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                            
|4. | NOTES PAYABLE
      Notes payable are unsecured, payable on demand, and
        bear interest at 8% per annum. $16,059 of the notes payable are due to
        an associated company with a common director.                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                            
|5. | PROMISSORY NOTE AND ACCRUED
        INTEREST PAYABLE
      The promissory note bears interest at 8% per annum and
        is repayable in full on January 28, 2004. Subsequent to the year end,
        the Company entered into a loan extension agreement whereby the expiry
        date was extended to July 28, 2004 with a balloon payout payment of $25,000
        in addition to accrued interest.
|   |                                                                                                                                                                                                                                                                                                                                                                                                            
|6. | RELATED PARTIES                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                            
|   | i)                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                            
|   | ii)                                                                                                                                                                                                                                                                                                                                                                                                        

F-10

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

Not applicable.

ITEM 8A.          CONTROLS
  AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act
  of 1934 (the Exchange Act), we carried out an evaluation of the
  effectiveness of the design and operation of our disclosure controls and procedures
  as of December 31, 2003, being the date of our most recently completed fiscal
  year end. This evaluation was carried out under the supervision and with the
  participation of our Chief Executive Officer and Chief Financial Officer, J.
  Stephen Barley. Based upon that evaluation, our Chief Executive Officer and
  Chief Financial Officer concluded that our disclosure controls and procedures
  are effective in timely alerting management to material information relating
  to us required to be included in our periodic SEC filings. There have been no
  significant changes in our internal controls or in other factors that could
  significantly affect internal controls subsequent to the date we carried out
  our evaluation.

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

During our most recently completed fiscal year ended December
  31, 2003, there were no changes in our internal control over financial reporting
  that have materially affected, or are reasonably likely to affect, our internal
  control over financial reporting.

The term internal control over financial reporting
  is defined as a process designed by, or under the supervision of, the registrant's
  principal executive and principal financial officers, or persons performing
  similar functions, and effected by the registrant's board of directors, management
  and other personnel, to provide reasonable assurance regarding the reliability
  of financial reporting and the preparation of financial statements for external
  purposes in accordance with generally accepted accounting principles and includes
  those policies and procedures that:

| | (1) | Pertain to the maintenance of records that in reasonable
        detail accurately and fairly reflect the transactions and dispositions
        of the assets of the registrant;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Provide reasonable assurance that transactions
        are recorded as necessary to permit preparation of financial statements
        in accordance with generally accepted accounting principles, and that
        receipts and expenditures of the registrant are being made only in accordance
        with authorizations of management and directors of the registrant; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                  
| | (3) | Provide reasonable assurance regarding
        prevention or timely detection of unauthorized acquisition, use or disposition
        of the registrant's assets that could have a material effect on the financial
        statements.                                                                                                                                          

Page 14 of 21

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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 March 19, 2004 are as follows:

DIRECTORS:

|Name of Director  | Age | 
|----------------- | --- | 
|J. Stephen Barley | 47  | 

EXECUTIVE OFFICERS:

|Name of Officer   | Age | Office                                                           
|----------------- | --- | -----------------------------------------------------------------
|J. Stephen Barley | 47  | President, Secretary, Treasurer and Chief Executive
      Officer

Set forth below is a brief description of the background and
  business experience of Mr. J. Stephen Barley, our sole executive officer and
  director, 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 Personal
  Law Corporation. Mr. Barleys clients included a number of publicly traded
  companies involved in the business of mineral exploration. Mr. Barley has been
  involved as a corporate finance consultant and as a director and investor in
  several private and public business ventures since 1997. Mr. Barley is a member
  in good standing of the Law Society of British Columbia and the Law Society
  of Alberta. Mr. Barley was the president, secretary, treasurer and a director
  of Copper Valley Minerals Ltd. from February 1999 to October 2001. Copper Valley
  Minerals Ltd.(now known as Dtomi, Inc.) is a reporting company under the Securities
  Exchange Act of 1934 and is a company whose shares are traded on the OTC Bulletin
  Board. Mr. Barley was appointed a director of New Century Equity Holdings, Corp,
  a Nasdaq listed company, from December 2000 to December 2002. Mr. Barley also
  became a director of NetDriven Solutions Inc. on March 30, 2001, a Toronto Stock
  Exchange listed public IT securities company.

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.

AUDIT COMMITTEE

We presently do not have an audit committee of our board of
  directors.

Page 15 of 21

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CODE OF ETHICS

We adopted a Code of Ethics applicable to our Chief Executive
  Officer, Chief Financial Officer, Corporate Controller and certain other finance
  executives, which is a "code of ethics" as defined by applicable rules of the
  SEC. Our Code of Ethics is attached to this Annual Report on Form 10-KSB. If
  we make any amendments to our Code of Ethics other than technical, administrative,
  or other non-substantive amendments, or grant any waivers, including implicit
  waivers, from a provision of our Code of Ethics to our chief executive officer,
  chief financial officer, or certain other finance executives, we will disclose
  the nature of the amendment or waiver, its effective date and to whom it applies
  in a Current Report on Form 8-K filed with the SEC.

ITEM 10.          EXECUTIVE
  COMPENSATION.

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

SUMMARY COMPENSATION TABLE

|                         |                                                       |                  | ANNUAL COMPENSATION | LONG TERM COMPENSATION
|------------------------ | ----------------------------------------------------- | ---------------- | ------------------- | ----------------------
|Name                     | Title                                                 | Year             | Salary              | Bonus                 
|Restricted Stock Awarded | Options/ SARs * (#)                                   | LTIP payouts ($)
|J. Stephen Barley(1)     | Director and President,
      Secretary and Treasurer | 2003 2002 2001   | 0 0 0               | 0 0 0                 

|(1) | Compensation attributable to Mr. Barley is paid pursuant to a management
      between us and C.H.M. Consulting Inc., a private company controlled by Mr.
      Barley. See below under Management Agreement.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

STOCK OPTION GRANTS

We did not grant any stock options to any of our officers,
  directors or employees during our most recent fiscal year ended December 31,
  2003. We have also not granted any stock options to any of our officers, directors
  or employees since December 31, 2003.

EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION VALUES

No stock options were exercised by our officers, directors
  or employees during the financial year ended December 31, 2003. No stock options
  have been exercised since December 31, 2003.

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.

Page 16 of 21

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

Section 16(a) of the Exchange Act requires our executive officers
  and directors, and persons who beneficially own more than ten percent of our
  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 us with copies
  of all Section 16(a) forms they file. Based on our review of the copies of such
  forms received by us, we believe that during the fiscal year ended December
  31, 2003 all such filing requirements applicable to our officers and directors
  were complied with.

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

The following table sets forth certain information concerning
  the number of shares of our common stock owned beneficially as of March 19,
  2004 by: (i) each person (including any group) known to us to own more than
  five percent (5%) of any class of our voting securities, (ii) each of our directors
  and officers, and (iii) our officers and directors as a group. Unless otherwise
  indicated, the shareholders listed possess sole voting and investment power
  with respect to the shares shown.

|               |                             |                  |                
|-------------- | --------------------------- | ---------------- | ---------------
|               |                             |                  |                
|               | Name and address            | Number of Shares | Percentage of  
|Title of class | of beneficial owner         | of Common Stock  | Common Stock(1)
|               |                             |                  |                
|               |                             |                  |                
|Common Stock   | J. Stephen Barley           | 6,325,000 shares | 50.4%          
|               | Director, President & CEO   |                  |                
|               | 2060 Gisby Street           |                  |                
|               | West Vancouver, BC          |                  |                
|               | Canada V7V 4N3              |                  |                
|               |                             |                  |                
|Common Stock   | All Officers and Directors  | 6,325,000 shares | 50.4%          
|               | as a Group that consists of |                  |                
|               | one person                  |                  |                

|    |                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------
|    |                                                                                                     
|(1) | As of March 19, 2004, 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.

Page 17 of 21

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ITEM 12.          CERTAIN
  RELATIONSHIPS AND RELATED TRANSACTIONS.

Except as described below, none of the following parties has,
  during the last two years, had any material interest, direct or indirect, in
  any transaction with us or in any presently proposed transaction that has or
  will materially affect us:

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


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.

During fiscal 2002 and 2003, an associated private company
  of which Mr. J. Stephen Barley, our president and a director, is a director
  advanced loans to us. A total of $20,701 was advanced during 2003 and $3,459
  was advanced during 2002. The loans are outstanding in the amount of $24,218
  as of December 31, 2003. The loans are unsecured, payable on demand, and bear
  interest at a rate of 8% per annum.

Page 18 of 21

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

(a)          Exhibits and
  Index of Exhibits

|ExhibitNumber | Description of Exhibit                                                                                                                                                                             
|------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1           | Articles of Incorporation (1)                                                                                                                                                                      
|3.2           | Bylaws, as amended (1)                                                                                                                                                                             
|4.1           | Share Certificate (1)                                                                                                                                                                              
|10.1          | Management Agreement with C.H.M. Consulting, Inc. dated December
      1, 2000 (1)                                                                                                                 
|10.2          | Letter Agreement dated June 19, 2003 between the Company
      and Jerry H. Clay (2)                                                                                                               
|10.3          | Letter Agreement dated December 31, 2003 between the Company
      and Jerry H. Clay (3)                                                                                                           
|14.1          | Code of Ethics (4)                                                                                                                                                                                 
|31.1          | Certification of
      Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002 (4)
|32.1          | Certification of
      Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002 (4)

|    |                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Previously filed with the Securities
        and Exchange Commission as an exhibit to the our Form SB-2 Registration
        Statement, as amended, originally filed on June 25, 2001.
|    |                                                                                                                                                                                       
|(2) | Previously filed as an exhibit to a
        Current Report filed on Form 8-K on July 3, 2003.                                                                                         
|    |                                                                                                                                                                                       
|(3) | Previously filed as an exhibit to our
        Quarterly Report filed on Form 10-QSB on November 14, 2003.                                                                             
|    |                                                                                                                                                                                       
|(4) | Filed as an Exhibit to this Annual Report
        on Form 10-KSB.                                                                                                                     
|    |                                                                                                                                                                                       

(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, 2003.

We have not filed any Current Reports on Form 8-K since December 31, 2003.

Page 19 of 21

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ITEM 14.          PRINCIPAL
  ACCOUNTANT FEES AND SERVICES

Audit Fees

During fiscal years 2003 and 2002, we retained our independent
  auditor, Morgan & Company, Chartered Accountants, to provide services in
  the following categories and amounts:

|Fee Category       | 2003   | 2002  
|------------------ | ------ | ------
|Audit Fees         | $2,450 | $2,310
|Audit Related Fees | 330    | 310   
|Tax Fees           | 275    | -     
|All Other Fees     | -      | -     
|Total of all Fees  | $3,055 | $2,620

We have considered whether the provision of non-audit services
  is compatible with maintaining the independence of Morgan & Company and
  have concluded that it is.

Page 20 of 21

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SIGNATURES

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

|    | TUSCANY MINERALS, LTD.                 | 
|--- | -------------------------------------- | 
|    |                                        | 
|By: | /s/ J. Stephen Barley                  | 
|    | J. Stephen Barley                      | 
|    | President, Secretary and Treasurer     | 
|    | Director                               | 
|    | Date:             March
      24, 2004 | 

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

|By: | /s/ J. Stephen Barley                  | 
|--- | -------------------------------------- | 
|    | J. Stephen Barley                      | 
|    | President, Secretary and Treasurer     | 
|    | (Principal Executive Officer)          | 
|    | Director                               | 
|    | Date:             March
      24, 2004 | 

Page 21 of 21

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