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

# FORM 10-KSB

(Mark One)

|[X] | ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF           1934
|--- | ----------------------------------------------------------------------------------------------

| |                                             
| | --------------------------------------------
| | For the fiscal year ended  December 31, 2004

|[    ] | TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|------ | ----------------------------------------------------------------------------------

| |                                                                                 
| | --------------------------------------------------------------------------------
| | For the transition period from [   ] to [   ]
Commission file number   000-32981

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

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

|                                                                                         |                   
|---------------------------------------------------------------------------------------- | ------------------
|2060 Gisby Street, West Vancouver, B.C., Canada
(Address of principal executive offices) | V7V 4N3
(Zip Code)

Issuers telephone
number  604.926.4300

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

|                       |                                             
|---------------------- | --------------------------------------------
|Title of each classNil | Name of each exchange on which registeredNil

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

Common Shares, par
value $0.001 (Title of class)

Check whether the issuer (1) filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]     No [  ]

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

State issuer's revenues for its most
recent fiscal year.  Nil

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2

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 prices of such
common equity, as of a specified date within 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.)

Note: If determining whether a person
is an affiliate will involve an unreasonable effort and expense, the issuer may calculate
the aggregate market value of the common equity held by non-affiliates on the basis of
reasonable assumptions, if the assumptions are stated.

# 6,213,000 common shares
@ $1.35(1) = $8,387,550

(1)         Average
of bid and ask closing prices on March 9, 2005.

# (ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS)

Check whether the issuer has filed
all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange
Act after the distribution of securities under a plan confirmed by a
court.     Yes [ ]     No [ ]

# (APPLICABLE ONLY TO
CORPORATE REGISTRANTS)

State the number of shares
outstanding of each of the issuers classes of equity stock, as of the latest
practicable date.

# 12,538,000 common shares
issued and outstanding as of March 9, 2005.

# DOCUMENTS INCORPORATED
BY REFERENCE

If the following documents are
incorporated by reference, briefly describe them and identify the part of the Form 10-KSB
(e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual
report to security holders; (2) any proxy or information statement; and (3) any prospectus
filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 (Securities
Act). The listed documents should be clearly described for identification purposes
(e.g., annual report to security holders for fiscal year ended December 24, 1990).

Transitional Small Business
Disclosure Format (Check one):   Yes [     ];   No [X].

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3

# PART I

|ITEM 1. | DESCRIPTION OF BUSINESS.
|------- | ------------------------

This annual report contains
forward-looking statements as that term is defined in the Private Securities Litigation
Reform Act of 1995. These statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by terminology
such as may, will, should, expects,
plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of
these terms or other comparable terminology. These statements are only predictions and
involve known and unknown risks, uncertainties and other factors, including the risks in
the section entitled Risk Factors, that may cause our companys or our
industrys actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we cannot
guarantee future results, levels of activity, performance or achievements. Except as
required by applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these statements to
actual results.

Our financial statements are stated
in United States dollars (US$) and are prepared in accordance with United States generally
accepted accounting principles.

In this annual report, unless
otherwise specified, all references to common shares refer to the common
shares of our capital stock.

As used in this annual report, the
terms we, us and our mean Tuscany Minerals, Ltd.,
unless otherwise indicated.

Corporate History

We were incorporated on October 5,
2000 under the laws of the state of Nevada. We are an exploration stage company and to
date, we have pursued the acquisition of prospective mineral and oil and gas properties.

Our companys first acquisition
occurred on December 8, 2000, when we purchased 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, however, due to our inability to raise the financing
necessary to cover exploration costs of the property. Subsequent to losing our interest in
this mineral claim, we entered into negotiations with a group of investors based in Texas
to collectively pursue the acquisition of prospective oil and gas properties.

On June 19, 2003, we entered into an
agreement with Jerry Clayto participate in the re-entry and potential production
of a natural gas well in the Tennessee Colony East (Rodessa) Field located in Anderson
County, Texas. The well is known as the LNR No. 1 Well and is located on 527.23 acres of
property in Anderson County, Texas. Production from the property was subject to royalty
payments and overriding royalty interests totaling no more than 25% of the natural gas
production from the property.

Jerry Clay controls 11/12ths of the
undivided mineral interest in 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 the LNR
No. 1 Well and connecting it to a neighbouring pipeline. Arcadia Exploration and
Development Company, an independent operating company, who also agreed to carry out the
development work, agreed to pay the remaining costs of the 11/12ths interest. The
agreement also provided that we would pay up-front leasehold costs of $30,250. In
consideration for this undertaking, we were to receive a 50% working interest in the well,
subject to the 25% royalty interests. The interest represented a six-sixteenths (6/16th)
net revenue interest in the well.

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4

We undertook the re-entry drilling
program on the well in the third quarter of fiscal 2003 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 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.

Following the abandonment of our
drilling program, we entered into an agreement with Jerry H. Clay, who controlled the
remaining 11/12ths interest in the well. Following negotiations with Mr. Clay, and subject
to a right of Mr. Clay to participate in the drilling of a new well on the property, Mr.
Clay agreed to assume all liabilities associated with plugging and abandoning the well.

Our Current Business

We are an exploration stage company.
Our current plan of operation is to acquire prospective or existing mineral properties,
prospective or producing oil and gas properties or other oil and gas resource related
projects. We have not entered into any definitive agreements to date in regards to the
acquisition of any new properties and there can be no assurance that we will be able to
enter into any definitive agreements. We anticipate that any new acquisition by our
company will require additional financing. There can be no assurance, however, that we
will be able to acquire the financing necessary to enable us to pursue our plan of
operation. If our company requires additional financing and we are unable to acquire such
funds, our business may fail.

As an exploration stage company, we
are not able to fund our cash requirements through our current operations. Historically,
we have been able to raise a limited amount of capital through private placements of our
equity stock, but we are uncertain about our continued ability to raise funds privately.
Further, we believe that our company may have difficulties raising capital until we locate
a prospective property through which we can pursue our plan of operation. If we are unable
to secure adequate capital to continue our acquisition efforts, our shareholders may lose
some or all of their investment and our business may fail.

Competition

We are an exploration stage company
engaged in the acquisition of a prospective mineral or oil and gas property. As we
currently do not own an interest in a mineral or oil and gas property, we compete with
other companies for both the acquisition of prospective properties and the financing
necessary to develop such properties.

We conduct our business in an
environment that is highly competitive and unpredictable. In seeking out prospective
properties, we have encountered intense competition in all aspects of our proposed
business as we compete directly with other development stage companies as well as
established international companies. Many of our competitors are national or international
companies with far greater resources, capital and access to information than us.
Accordingly, these competitors may be able to spend greater amounts on the acquisition of
prospective properties and on the exploration and development of such properties. In
addition, they may be able to afford greater geological expertise in the exploration and
exploitation of mineral and oil and gas properties. This competition could result in our
competitors having resource properties of greater quality and attracting prospective
investors to finance the development of such properties on more favorable terms. As a
result of this competition, we may become involved in an acquisition with more risk or
obtain financing on less favorable terms.

Compliance with
Government Regulation

We will not know the government
regulations and the cost of compliance with such regulations with which we must comply
until such time as we acquire an interest in a particular mineral or oil and gas property.
If we are successful in acquiring a property interest, we will be required to comply with
the regulations of governmental authorities and agencies applicable to the federal, state
or provincial and local jurisdictions where the property is located. Exploitation and
development of mineral and oil and gas properties may require prior approval from
applicable governmental regulatory agencies. There can be no assurance that such approvals
will be obtained.

---

5

If our activities should advance to
the point where we engage in mining or oil and gas operations, we could become subject to
environmental regulations promulgated by federal, state or provincial, and local
government agencies as applicable. Environmental legislation provides for restrictions and
prohibitions on spills, releases or emissions of various substances produced in
association with the mining and oil and gas industries which could result in environmental
liability. A breach or violation of such legislation may result in the imposition of fines
and penalties. In addition, certain types of operations require the submission and
approval of environmental impact assessments. Environmental assessments are increasingly
imposing higher standards, greater enforcement, fines and penalties for non-compliance.
Environmental assessments of proposed projects carry a heightened degree of responsibility
for companies, directors, officers and employees. The cost of compliance in respect of
environmental regulation has the potential to reduce the profitability of any future
revenues that our company may generate.

Employees

We have no employees other than our
sole officer and director, J. Stephen Barley. We anticipate that we will be conducting
most of our business through agreements with consultants and third parties. Our sole
officer and director does not have an employment agreement with us.

# RISK FACTORS

Much of the information included in
this annual report includes or is based upon estimates, projections or other forward
looking statements. Such forward looking statements include any projections and
estimates made by us and our management in connection with our business operations. While
these forward-looking statements, and any assumptions upon which they are based, are made
in good faith and reflect our current judgment regarding the direction of our business,
actual results will almost always vary, sometimes materially, from any estimates,
predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other
forward looking statements involve various risks and uncertainties as outlined
below. We caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to differ
materially from the results expressed in any such estimates, projections or other
forward looking statements.

We have had negative cash flows
from operations and if we are not able to obtain further financing our business operations
may fail.

We had cash in the amount of $395 and
a working capital deficit of $354,650 as of December 31, 2004. We do not have sufficient
funds to independently finance the acquisition and development of prospective mineral and
oil and gas properties, nor do we have the funds to independently finance our daily
operating costs. We do not expect to generate any revenues for the foreseeable future.
Accordingly, we will require additional funds, either from equity or debt financing, to
maintain our daily operations and to locate, acquire and develop a prospective property.
Obtaining additional financing is subject to a number of factors, including market prices
for minerals and oil and gas, investor acceptance of any property we may acquire in the
future, and investor sentiment. Financing, therefore, may not be available on acceptable
terms, if at all. The most likely source of future funds presently available to us is
through the sale of equity capital. Any sale of share capital, however, will result in
dilution to existing shareholders. If we are unable to raise additional funds when
required, we may be forced to delay our plan of operation and our entire business may
fail.

We currently do not generate
revenues, and as a result, we face a high risk of business failure.

We do not hold an interest in any
business or revenue generating property. From the date of our incorporation, we have
primarily focussed on the location and acquisition of mineral and oil and gas properties.
We have not generated any revenues to date. In order to generate revenues, we will incur
substantial expenses in the location, acquisition and development of a prospective
property. 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, our
entire business may fail. There is no history upon which to base any assumption as to the
likelihood that we will be successful in our plan of operation, and we can provide no
assurance to investors that we will generate any operating revenues or achieve profitable
operations.

---

6

Due to the speculative nature of
the exploration of mineral and oil and gas properties, there is substantial risk that our
business will fail.

The business of mineral and oil and
gas exploration and development is highly speculative involving substantial risk. There is
generally no way to recover any funds expended on a particular property unless reserves
are established and unless the company can exploit such reserves in an economic manner. We
can provide investors with no assurance that any property interest that we may acquire
will provide commercially exploitable reserves. Any expenditures by our company in
connection with locating, acquiring and developing an interest in a mineral or oil and gas
property may not provide or contain commercial quantities of reserves.

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 significant additional funds in order to place the property into
commercial production. We can provide no assurance to investors that we will be able to
obtain the financing necessary to extract such reserves.

If we are unable to hire and
retain key personnel, we may not be able to implement our plan of operation and our
business may fail.

Our success will be largely dependent
on our ability to hire and retain highly qualified personnel. This is particularly true in
the highly technical businesses of 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
we may fail to retain such employees after they are hired. At present, we have not hired
any key personnel. Our failure to hire key personnel when needed will have a significant
negative effect on our business.

Because our sole executive officer
does not have formal training specific to mineral and oil and gas exploration, there is a
higher risk our business will fail.

While J. Stephen Barley, our sole
director and executive officer, has experience managing a mineral exploration company, he
does not have formal training as a geologist. Accordingly, our management may not fully
appreciate many of the specific requirements related to working within the mining and oil
and gas industry. Our management decisions may not take into account standard engineering
or managerial approaches commonly used by such companies. Consequently, our operations,
earnings, and ultimate financial success could be negatively affected due to our
managements lack of experience in the industry.

Our sole executive officer has
other business interests, and as a result, he may not be willing or able to devote a
sufficient amount of time to our business operations, thereby limiting the success of our
company.

J.   Stephen
Barley presently spends approximately 15% of his business time on           business
management services for our company. At present, Mr. Barley spends           reasonable
time in pursuit of our companys interests. Due to the time           commitments
from Mr. Barleys other business interests, however, Mr. Barley           may not be
able to provide sufficient time to the management of our business in           the future
and our business may be periodically interrupted or delayed as a           result of Mr.
Barleys other business interests.

Our common stock is illiquid and
shareholders may 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.
If a market for our common stock does not develop, our shareholders may not be able to
re-sell the shares of our common stock that they have purchased and they may lose all of
their investment. Public announcements regarding our company, changes in government
regulations, conditions in our market segment or changes in earnings estimates by analysts
may cause the price of our common shares to fluctuate substantially. In addition, stock
prices for junior mining and oil and gas companies fluctuate widely for reasons that may
be unrelated to their operating results. These fluctuations may adversely affect the
trading price of our common shares.

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7

Penny stock rules will limit the
ability of our stockholders to sell their stock.

The Securities and Exchange
Commission has adopted regulations which generally define penny stock to be
any equity security that has a market price (as defined) less than $5.00 per share or an
exercise price of less than $5.00 per share, subject to certain exceptions. Our securities
are covered by the penny stock rules, which impose additional sales practice requirements
on broker-dealers who sell to persons other than established customers and
accredited investors. The term accredited investor refers
generally to institutions with assets in excess of $5,000,000 or individuals with a net
worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with
their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the Securities and Exchange Commission which provides
information about penny stocks and the nature and level of risks in the penny stock
market. The broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its salesperson
in the transaction and monthly account statements showing the market value of each penny
stock held in the customers account. The bid and offer quotations, and the
broker-dealer and salesperson compensation information, must be given to the customer
orally or in writing prior to effecting the transaction and must be given to the customer
in writing before or with the customers confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt from these
rules, the broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written agreement
to the transaction. These disclosure requirements may have the effect of reducing the
level of trading activity in the secondary market for the stock that is subject to these
penny stock rules. Consequently, these penny stock rules may affect the ability of
broker-dealers to trade our securities. We believe that the penny stock rules discourage
investor interest in and limit the marketability of our common stock.

The National Association of
Securities Dealers, or NASD, has adopted sales practice requirements which may also limit
a shareholders ability to buy and sell our stock.

In addition to the penny
stock rules described above, the NASD has adopted rules that require that in
recommending an investment to a customer, a broker-dealer must have reasonable grounds for
believing that the investment is suitable for that customer. Prior to recommending
speculative low priced securities to their non-institutional customers, broker-dealers
must make reasonable efforts to obtain information about the customers financial
status, tax status, investment objectives and other information. Under interpretations of
these rules, the NASD believes that there is a high probability that speculative low
priced securities will not be suitable for at least some customers. The NASD requirements
make it more difficult for broker-dealers to recommend that their customers buy our common
stock, which may limit your ability to buy and sell our stock and have an adverse effect
on the market for its shares.

|ITEM 2. | DESCRIPTION OF PROPERTY.
|------- | ------------------------

We do not own any real property. Our
principal business offices are located at 2060 Gisby Street, Vancouver, British Columbia,
Canada V7V 4N3. These premises are provided to us pursuant to a management agreement dated
December 1, 2000, between our company and C.H.M. Consulting Inc., a private company
controlled by J. Stephen Barley. The management agreement was originally for a term
expiring December 31, 2001, but has been extended on a monthly basis by agreement dated
January 1, 2002, between our company and Mr. Barley. Our company currently pays $750 per
month for our use of these premises and for additional management and administrative
services provided by C.H.M. Consulting Inc. We believe that our current lease arrangements
provide adequate space for our foreseeable future needs.

|ITEM 3. | LEGAL PROCEEDINGS.
|------- | ------------------

Our company is not a party to any
pending legal proceeding and no legal proceeding is contemplated or threatened as of the
date of this annual report.

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8

|ITEM 4. | SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS.
|------- | -----------------------------------------------------

None.

# PART II

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

Our common shares are traded on the
Over-The-Counter Bulletin Board under the trading symbol TCAY.OB. The
following table sets forth, for the periods indicated, the high and low closing prices for
each quarter within the last two fiscal years ending December 31, 2004. All quotations for
the Over-The-Counter Bulletin Board reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not necessarily represent actual transactions. Trading of
our shares on the Over-The-Counter Bulletin Board commenced in October, 2001. There have
been no trades in our shares of common stock since January 1, 2003.

As of March 9, 2005, there were 43
holders of record of our common stock. As of such date, 12,538,000 common shares of our
company were issued and outstanding.

Dividend Policy

No cash dividends have been paid by
our company on our common stock. We anticipate that our companys future earnings
will be retained to finance the continuing development of our business. The payment of any
future dividends will be at the discretion of our companys board of directors and
will depend upon, among other things, future earnings, any contractual restrictions, the
success of business activity, regulatory and corporate law requirements and the general
financial condition of our company.

Recent Sales of
Unregistered Securities

None.

Equity Compensation Plan
Information

We currently do not have any stock
option or equity compensation plans or arrangements.

|ITEM 6. | MANAGEMENT DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.
|------- | ---------------------------------------------------------

The following is a discussion and
analysis of our plan of operation for the next year ended December 31, 2005, and the
factors that could affect our future financial condition and plan of operation.

This discussion and analysis should
be read in conjunction with our consolidated financial statements and the notes thereto
included elsewhere in this annual report. Our consolidated financial statements are
prepared in accordance with United States generally accepted accounting principles. All
references to dollar amounts in this section are in United States dollars unless expressly
stated otherwise. Please see our Note on Forward Looking Statements and
Risk Factors for a list of our risk factors.

Plan of Operation

We are a junior exploration stage
company that has not yet generated or realized any revenues from our business operations.
Our company does not currently own any property interests.

Our current plan of operation is to
acquire prospective or existing mineral properties, prospective or producing oil or gas
properties, or other oil and gas related projects. We have not entered into any definitive
agreements since June 2003, for the acquisition of any properties, and there can be no
assurance that we will be able to enter into any definitive agreements. Our company has
limited financing upon which to continue our operations, and we anticipate that any
acquisition that our company may ultimately seek to enter into will require additional
financing. We presently do not have any arrangements in place for the financing of our
continued operations or the costs associated with locating, acquiring and developing
prospective property interests.

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9

Even if we are able to acquire an
interest in a mineral or oil and gas property and obtain 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 anticipate that we will incur the
following expenses over the next twelve months:

|1. | $25,000 in connection with our company locating, 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 company being a reporting issuer under the
          Securities Exchange Act of 1934; and
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | $9,000 for management, administrative and leasing costs payable pursuant to the
          terms of the management agreement with C.H.M. Consulting Inc.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------

We will incur additional 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 significant funds to develop the property. It is
not possible to estimate such funding requirements until such time as we enter into a
definitive agreement to acquire an interest in a property.

We require a minimum of approximately
$44,000 to proceed with our plan of operation over the next twelve months, exclusive of
any acquisition or development costs. This amount may also increase if we are required to
carry out due diligence investigations in regards to any prospective property or if the
costs of negotiating acquisition agreements are greater than anticipated. As we had cash
in the amount of $395 and a working capital deficit in the amount of $354,650 as of
December 31, 2004, we do not have sufficient working capital to enable us to carry out our
stated plan of operation 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
operation 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.

Liquidity And Capital
Resources

We had cash of $395 as of December
31, 2004 compared to cash of $639 as of December 31, 2003. We had a working capital
deficit of $354,650 as of December 31, 2004 compared to a working capital deficit of
$282,882 as of December 31, 2003. The majority of the deficit is due to a promissory note
and accrued interest of $244,880 held by a third party, which, with a further payment of
$25,000, became due and payable on January 28, 2005. On January 28, 2005, we negotiated
with the third party for an extension for the repayment of the promissory note. We
financed our operations during our first, second, third and fourth quarter through
borrowing additional funds for working capital.

Product Research and
Development

We do not anticipate that we will
spend any significant monies on research and development over the twelve month period
ending December 31, 2005.

Purchase of Significant
Equipment

We do not intend to purchase any
significant equipment over the twelve month period ending December 31, 2005.

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10

Employees

We currently have no employees, other
than our sole executive officer, J. Stephen Barley, 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.

Going Concern

Due to the uncertainty of our ability
to meet our current operating and capital expenses, in their report on the annual
consolidated financial statements for the year ended December 31, 2004, our independent
auditors included an explanatory paragraph regarding concerns about our ability to
continue as a going concern.

There is substantial doubt about our
ability to continue as a going concern as the continuation of our business is dependent
upon our company locating, acquiring and developing a mineral or oil and gas property, and
achieving a profitable level of operation. The issuance of additional equity securities by
us could result in a significant dilution in the equity interests of our current
shareholders. Obtaining commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments.

Application of Critical
Accounting Policies

The preparation of financial
statements in conformity with generally accepted accounting principles requires our
management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the
reporting periods.

Our management routinely makes
judgments and estimates about the effects of matters that are inherently uncertain. As the
number of variables and assumptions affecting the probable future resolution of the
uncertainties increase, these judgments become even more subjective and complex. We have
identified certain accounting policies, described below, that are the most important to
the portrayal of our current financial condition and results of operations.

Oil and Gas Properties

Our company follows the successful
efforts method of accounting for oil and gas exploration and production activities.
Acquisition costs, development costs and successful exploration costs are capitalized.
Exploratory dry hole costs, lease rental, and geological and geophysical costs are charged
to expenses as incurred. Producing properties are depleted by the units-of-production
method based on estimated proved reserves.

Mineral Property Option
Payments and Exploration Costs

Our company expenses all costs
related to the maintenance and exploration of mineral claims in which we have secured
exploration rights prior to establishment of proven and probable reserves. To date, our
company has not established the commercial feasibility of our exploration prospects,
therefore, all costs have been expensed.

Joint Ventures

All exploration and production
activities are conducted jointly with others and, accordingly, the accounts reflect only
our companys proportionate interest in such activities.

Foreign Currency
Translation

Our companys functional
currency is the United States dollar. Transactions in foreign currency are translated into
United States dollars as follows:

|1. | monetary
items at the rate prevailing at the balance sheet date;
|-- | ----------------------------------------------------------------

---

11

|2. | non-monetary
items at the historical exchange rate; and
|-- | -------------------------------------------------------

|3. | revenue
and expense at the average rate in effect during the applicable           accounting
period.
|-- | ----------------------------------------------------------------------------------------------------

Income Taxes

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

Loss Per Share

Our company computes loss per share
in accordance with Statement of Financial Accounting Standards No. 128 
Earnings Per Share. Under the provisions of Statement of Financial Accounting
Standards No. 128, basic loss per share is computed using the weighted average number of
common stock outstanding during the periods. Diluted loss per share is computed using the
weighted average number of common and potentially dilutive common stock outstanding during
the period. As our company generated net losses in the period presented, the basic and
diluted loss per share is the same as any exercise of options or warrants would
anti-dilutive.

|ITEM 7. | FINANCIAL STATEMENTS.
|------- | ---------------------

Our financial statements are stated
in United States dollars and are prepared in accordance with United States generally
accepted accounting principles.

The following consolidated financial
statements are filed as part of this annual report:

|1. | Report
of Independent Registered Public Accounting Firm of Morgan & Company,
               Chartered Accountants, dated February 24, 2005;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------

|2. | Balance
Sheets as at December 31, 2004 and December 31, 2003;
|-- | -------------------------------------------------------------

|3. | Statements
of Operations for the years ended December 31, 2004, December 31,                2003,
December 31, 2002 and for the cumulative period from date of inception
               October 5, 2000 to December 31, 2004;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | Statements
of Cash Flows for the years ended December 31, 2004, December 31,                2003,
December 31, 2002 and for the cumulative period from date of inception
               October 5, 2000 to December 31, 2004;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | Statements
of Stockholders Deficiency for the period from inception                October 5,
2000 to December 31, 2004; and
|-- | -----------------------------------------------------------------------------------------------------------------------------

|6. | Notes
to Financial Statements.
|-- | ------------------------------

---

12

# TUSCANY MINERALS, LTD. (An Exploration Stage
Company)

# FINANCIAL STATEMENTS

# DECEMBER 31, 2004 AND
2003 (Stated in U.S.
Dollars)

---

13



# REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Shareholders of Tuscany Minerals, Ltd. (An exploration stage company)

We have audited the accompanying
balance sheets of Tuscany Minerals, Ltd. (an exploration stage company) as at December 31,
2004 and 2003, and the related statements of operations, cash flows, and
stockholders deficiency for the years ended December 31, 2004, 2003 and 2002, and
for the cumulative period from October 5, 2000 (date of inception) to December 31, 2004.
These financial statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial
statements referred to above present fairly, in all material respects, the financial
position of the Company as at December 31, 2004 and 2003, and the results of its
operations and its cash flows for the periods indicated in conformity with United States
generally accepted accounting principles.

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 $430,650 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, Canada February 24, 2005 | "Morgan & Company"
Chartered Accountants



---

14

# TUSCANY MINERALS, LTD. (An Exploration Stage
Company)

# BALANCE SHEETS (Stated in U.S.
Dollars)

|                                                      | DECEMBER 31
|----------------------------------------------------- | -----------
|                                                      | 2004       
|ASSETS                                                |            
|Current                                               |            
|Cash                                                  |            
|                                                      |            
|LIABILITIES                                           |            
|Current                                               |            
|Accounts payable and accrued liabilities              |            
|Notes payable and accrued interest payable (Note 3)   |            
|Promissory note and accrued interest payable (Note 4) |            
|                                                      |            
|                                                      |            
|                                                      |            
|STOCKHOLDERS' DEFICIENCY                              |            
|Capital Stock                                         |            
|Authorized:                                           |            
|100,000,000 common shares, par value $0.001 per share |            
|Issued and outstanding:                               |            
|12,538,000 common shares                              |            
|Additional paid-in capital                            |            
|Deficit Accumulated During The Exploration Stage      |            
|                                                      |            
|                                                      |            
|                                                      |            
|                                                      |            
|                                                      |            

---

15

# TUSCANY MINERALS, LTD. (An Exploration Stage
Company)

# STATEMENTS OF
OPERATIONS (Stated in U.S. Dollars)

|                                              | 2004 | YEARS ENDEDDECEMBER 31
2003 | 2002 | CUMULATIVE
PERIOD FROM
DATE OF
INCEPTION
OCTOBER 5
2000 TO
DECEMBER 31
2004
|--------------------------------------------- | ---- | --------------------------- | ---- | ---------------------------------------------------------------------------
|Revenue                                       |      |                             | $    | --                                                                         
|                                              |      |                             |      |                                                                            
|Expenses                                      |      |                            
|Consulting fees                               |      |                             |      | --                                                                         
|Filing and stock transfer fees                |      |                             |      | 641                                                                        
|Interest                                      |      |                             |      | 45,114                                                                     
|Management fees (Note 5)                      |      |                             |      | 9,000                                                                      
|Mineral property exploration expenditure      |      |                             |      | --                                                                         
|Mineral property option payment               |      |                             |      | --                                                                         
|Office and sundry                             |      |                             |      | 489                                                                        
|Oil and gas property exploration              |      |                            
|expenditures (recovery)                       |      |                             |      | (2,971                                                                     
|Professional fees                             |      |                             |      | 14,122                                                                     
|Travel and business development               |      |                             |      | 5,373                                                                      
|                                              |      |                             |      |                                                                            
|Net Loss For The Period                       |      |                             | $    | 71,768                                                                     
|                                              |      |                             |      |                                                                            
|Basic And Diluted Loss Per Share              |      |                             | $    | (0.01                                                                      
|                                              |      |                             |      |                                                                            
|Weighted Average Number Of Shares Outstanding |      |                             |      | 12,538,000                                                                 
|                                              |      |                             |      |                                                                            

---

16

# TUSCANY MINERALS, LTD. (An Exploration Stage
Company)

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

|                                                               | 2004 | YEARS ENDEDDECEMBER 31
2003 | 2002 | CUMULATIVE
PERIOD FROM
DATE OF
INCEPTION
OCTOBER 5
2000 TO
DECEMBER 31
2004
|-------------------------------------------------------------- | ---- | --------------------------- | ---- | ---------------------------------------------------------------------------
|Cash Flows From Operating Activities                           |      |                             |      |                                                                            
|Net loss for the period                                        |      |                             | $    | (71,768                                                                    
|ADJUSTMENTS TO RECONCILE NET LOSSTO NET CASH USED BY OPERATING |      |                            
|ACTIVITIES                                                     |      |                            
|Accounts payable and accrued liabilities                       |      |                             |      | 6,910                                                                      
|Accrued interest payable                                       |      |                             |      | 45,114                                                                     
|                                                               |      |                             |      |                                                                            
|                                                               |      |                             |      | (19,744                                                                    
|                                                               |      |                             |      |                                                                            
|Cash Flows From Financing Activities                           |      |                            
|Notes payable                                                  |      |                             |      | 19,500                                                                     
|Share capital issued                                           |      |                             |      | --                                                                         
|Promissory note payable                                        |      |                             |      | --                                                                         
|                                                               |      |                             |      |                                                                            
|                                                               |      |                             |      | 19,500                                                                     
|                                                               |      |                             |      |                                                                            
|(Decrease) Increase In Cash                                    |      |                             |      | (244                                                                       
|Cash, Beginning Of Period                                      |      |                             |      | 639                                                                        
|                                                               |      |                             |      |                                                                            
|Cash, End Of Period                                            |      |                             | $    | 395                                                                        
|                                                               |      |                             |      |                                                                            
|Supplemental Disclosure Of Cash FlowInformation                |      |                            
|Interest paid                                                  |      |                             | $    | --                                                                         
|Income taxes paid                                              |      |                             |      | --                                                                         
|                                                               |      |                             |      |                                                                            

---

17

# TUSCANY MINERALS, LTD. (An Exploration Stage
Company)

# STATEMENTS OF
STOCKHOLDERS DEFICIENCYPERIOD FROM INCEPTION,
OCTOBER 5, 2000, TO DECEMBER 31, 2004 (Stated in U.S.
Dollars)

|                                                | COMMON STOCK | DEFICITACCUMULATED |                           
|----------------------------------------------- | ------------ | ------------------ | --------------------------
|                                                | SHARES       | AMOUNT             | ADDITIONAL
PAID-IN
CAPITAL
|Balance, October 5, 2000 (Date of               |              |                    |                           
|incorporation)                                  |              |                    |                           
|November 2000 - Shares issued for cash at       |              |                   
|$                                         0.001 |              |                    |                           
|November 2000 - Shares issued for cash at       |              |                   
|$                                          0.01 |              |                    |                           
|December 2000 - Shares issued for cash at $0.25 |              |                   
|                                                |              |                    |                           
|Net loss for the period                         |              |                    |                           
|                                                |              |                    |                           
|Balance, December 31, 2000                      |              |                    |                           
|Net loss for the year                           |              |                    |                           
|                                                |              |                    |                           
|Balance, December 31, 2001                      |              |                    |                           
|Net loss for the year                           |              |                    |                           
|                                                |              |                    |                           
|Balance, December 31, 2002                      |              |                    |                           
|Net loss for the year                           |              |                    |                           
|                                                |              |                    |                           
|Balance, December 31, 2003                      |              |                    |                           
|Net loss for the year                           |              |                    |                           
|                                                |              |                    |                           
|Balance, December 31, 2004                      |              |                    |                           
|                                                |              |                    |                           

---

18

# TUSCANY MINERALS, LTD. (An Exploration Stage
Company)

# NOTES TO FINANCIAL
STATEMENTS

# DECEMBER 31, 2004 AND
2003 (Stated in U.S.
Dollars)

|1. | NATURE
OF OPERATIONS
|-- | --------------------

| | a) | Organization
| | -- | ------------

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

| | b) | Development
Stage Activities
| | -- | ----------------------------

| | The
Company is a development stage, independent natural gas and oil company engaged in the
exploration, development and acquisition of natural gas and oil properties in the United
States. The Companys entry into the natural gas and oil business began on June 2003
with the acquisition of a working interest in a re-entry of a natural gas well. 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. Prior to this, the
Company was engaged in the acquisition and exploration of mining properties.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | Going
Concern
| | -- | -------------

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

| | As
shown in the accompanying financial statements, the Company has incurred a net loss of
$430,650 for the period from October 5, 2000 (inception) to December 31, 2004, and has no
sales. The future of the Company is dependent upon its ability to obtain financing and
upon future profitable operations from the development of its natural oil and gas
properties. Management has plans to seek additional capital through a private placement
and public offering of its common stock. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded assets, or the
amounts of and classification of liabilities that might be necessary in the event the
Company cannot continue in existence.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | SIGNIFICANT
ACCOUNTING POLICIES
|-- | -------------------------------

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

---

19

# TUSCANY MINERALS, LTD. (An Exploration Stage
Company)

# NOTES TO FINANCIAL
STATEMENTS

# DECEMBER 31, 2004 AND
2003 (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) | Oil
and Gas Properties
| | -- | ----------------------

| | The
Company follows the successful efforts method of accounting for oil and gas exploration
and production activities. Acquisition costs, development costs and successful
exploration costs are capitalized. Exploratory dry hole costs, lease rental, and
geological and geophysical costs are charged to expenses as incurred. Producing
properties are depleted by the units-of-production method based on estimated proved
reserves. Oil and gas properties are written down when determined to be impaired and
written off upon expiration or surrender.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | Mineral
Property Option Payments and Exploration Costs
| | -- | ------------------------------------------------------

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

| | c) | Joint
Ventures
| | -- | --------------

| | All
exploration and production activities are conducted jointly with others and, accordingly,
the accounts reflect only the Companys proportionate interest in such activities.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | d) | Use
of Estimates
| | -- | ----------------

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

---

20

# TUSCANY MINERALS, LTD. (An Exploration Stage
Company)

# NOTES TO FINANCIAL
STATEMENTS

# DECEMBER 31, 2004 AND
2003 
(Stated in U.S.
Dollars)

|2. | SIGNIFICANT
ACCOUNTING POLICIES (Continued)
|-- | -------------------------------------------

| | e) | Foreign
Currency Translation
| | -- | ----------------------------

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

|(i) | monetary items at the rate prevailing at the balance sheet date;
|--- | ----------------------------------------------------------------

|(ii) | non-monetary items at the historical exchange rate;
|---- | ---------------------------------------------------

|(iii) | revenue and expense at the average rate in effect during the applicable
          accounting period.
|----- | ----------------------------------------------------------------------------------------------------

| | f) | Income
Taxes
| | -- | ------------

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

| | g) | Basic
and Diluted Loss Per Share
| | -- | --------------------------------

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

| | h) | New
Accounting Standards
| | -- | ------------------------

| | Management
does not believe that any recently issued, but not yet effective, accounting standards,
if currently adopted, could have a material effect on the accompanying financial
statements.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | NOTES
PAYABLE AND ACCRUED INTEREST PAYABLE
|-- | ------------------------------------------

| | Notes
payable are unsecured, payable on demand, and bear interest at 8% per annum. $26,078
(2003  $16,059) of the notes payable are due to a company with a common director.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

21

# TUSCANY MINERALS, LTD. (An Exploration Stage
Company)

# NOTES TO FINANCIAL
STATEMENTS

# DECEMBER 31, 2004 AND
2003 (Stated in U.S.
Dollars)

|4. | PROMISSORY
NOTE AND ACCRUED INTEREST PAYABLE
|-- | --------------------------------------------

| | The
promissory note bears interest at 8% per annum and was repayable in full on January 28,
2004. The Company entered into a loan extension agreement, whereby the expiry date was
extended to July 28, 2004, with a balloon payment of $25,000 in addition to accrued
interest. On July 28, 2004, the Company entered into a second loan extension agreement,
whereby the expiry date was extended to January 28, 2005. On January 28, 2005, the
Company entered into a third loan extension agreement to further extend the expiry date
to July 28, 2005.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | RELATED
PARTY TRANSACTIONS
|-- | --------------------------

| | The
Company paid management fees of $9,000 (2003  $9,000) to a company controlled by a
director. The management services are on a month-to-month basis at $750 per month.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | As
of December 31, 2004, accounts payable of $26,629 (2003  $24,551) was owing to a
director of the Company and $18,000 (2003  $9,000) was owing to a company
controlled by the same director.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | SUBSEQUENT
EVENT
|-- | ----------------

| | On
January 10, 2005, the Company issued a note payable of $4,000 to a company with a common
director, bearing interest at 8% per annum and payable on demand.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|7. | COMPARATIVE
FIGURES
|-- | -------------------

| | Certain
of the comparative figures have been reclassified to conform with the current years
presentation.
| | ----------------------------------------------------------------------------------------------------------

---

22

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

None.

|ITEM 8A. | CONTROLS AND PROCEDURES.
|-------- | ------------------------

As required by Rule 13a-15 under the
Securities Exchange Act of 1934, as of the end of the period covered by this annual
report, being December 31, 2004, we have carried out an evaluation of the effectiveness of
the design and operation of our companys disclosure controls and procedures. This
evaluation was carried out under the supervision and with the participation of our
companys management, including our companys president and our companys
chief financial officer. Based upon that evaluation, our companys president and our
companys chief financial officer concluded that our companys disclosure
controls and procedures are effective as at the end of the period covered by this report.
There have been no significant changes in our internal controls over financial reporting
that occurred during our most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect our internal controls over financial reporting.

Disclosure controls and procedures
and other procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported, within the time period 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 Securities Exchange Act of 1934 is
accumulated and communicated to management including our president and secretary as
appropriate, to allow timely decisions regarding required disclosure.

|ITEM 8B. | OTHER INFORMATION
|-------- | -----------------

None.

# PART III

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

Directors and Executive
Officers, Promoters and Control Persons

All directors of our company hold
office until the next annual meeting of our shareholders and until such directors
successor is elected and has been qualified, or until such directors earlier death,
resignation or removal. The following table sets forth the names, positions and ages of
our executive officers and directors. Our board of directors elects officers and their
terms of office are at the discretion of our board of directors.

|Name              | Position Heldwith the Company                                              | Age | Date First Elected or Appointed
|----------------- | -------------------------------------------------------------------------- | --- | -------------------------------
|J. Stephen Barley | President, Secretary,     
Treasurer, Chief Executive
Officer and Director | 48  | October 5, 2000                

Business Experience

The following is a brief account of
the education and business experience during at least the past five years of our director
and executive officer, indicating his principal occupation during that period, and the
name and principal business of the organization in which such occupation and employment
were carried out.

---

23

J. Stephen Barley

Mr.           Barley has held the
positions of president, secretary, treasurer, chief           executive officer and
director of our company since 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 Over-The-Counter 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, an information           technology company listed on
the Toronto Stock Exchange. NetDriven Solutions           Inc. amalgamated with Cervus
Financial Group Inc. in July 2004, and became a           lender in the Canadian mortgage
industry. Mr. Barley is a director of Cervus           Financial Group Inc.

Family Relationships

There are no family relationships
among our directors or executive officers.

Involvement in Certain
Legal Proceedings

Our directors, executive officers and
control persons have not been involved in any of the following events during the past five
years:

|1. | any
bankruptcy petition filed by or against any business of which such person
               was a general partner or executive officer either at the time of the
bankruptcy                or within two years prior to that time;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | any
conviction in a criminal proceeding or being subject to a pending criminal
               proceeding (excluding traffic violations and other minor offenses);
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | being
subject to any order, judgment, or decree, not subsequently reversed,
               suspended or vacated, of any court of competent jurisdiction, permanently
or                temporarily enjoining, barring, suspending or otherwise limiting his
involvement                in any type of business, securities or banking activities; or
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | being
found by a court of competent jurisdiction (in a civil action), the
               Securities and Exchange Commission or the Commodity Futures Trading
Commission                to have violated a federal or state securities or commodities
law, and the                judgment has not been reversed, suspended, or vacated.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Committees of the Board

We do not have a standing audit,
nominating or compensation committee at the present time. Our company did not hold any
formal board meetings during the year ended December 31, 2004. All the proceedings of our
board of directors were conducted by resolutions consented to in writing by all of our
directors and filed with the minutes of the proceedings of the directors. Such resolutions
consented to in writing by the directors entitled to vote on that resolution are,
according to Nevada law and our by-laws, as valid and effective as if they had been at a
meeting of the directors duly called and held.

---

24

Audit Committee Financial
Expert

Our board of directors has determined
that we do not have a board member that qualifies as an audit committee financial
expert as defined in Item 401(e) of Regulation S-B, nor do we have a board member
that qualifies as independent as the term is used in Item 7(d)(3)(iv) of
Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our
board of directors are collectively capable of analyzing and evaluating our financial
statements and understanding internal controls and procedures for financial reporting. The
board of directors of our company does not believe that it is necessary to have an audit
committees because the company believes that the functions of an audit committees can be
adequately performed by the board of directors, solely consisting of J. Stephen Barley. In
addition, we believe that retaining an independent director who would qualify as an
audit committee financial expert would be overly costly and burdensome and is
not warranted in our circumstances given the early stages of our development and the fact
the we have not generated any revenues from operations to date.

Code of Ethics

Effective March 15, 2004, our
companys board of directors adopted a Code of Business Conduct and Ethics that
applies to, among other persons, our companys president (being our principal
executive officer) and our companys secretary (being our principal financial and
accounting officer and controller), as well as persons performing similar functions. As
adopted, our Code of Business Conduct and Ethics sets forth written standards that are
designed to deter wrongdoing and to promote:

|1. | honest
and ethical conduct, including the ethical handling of actual or apparent
               conflicts of interest between personal and professional relationships;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | full,
fair, accurate, timely, and understandable disclosure in reports and
               documents that we file with, or submit to, the Securities and Exchange
               Commission and in other public communications made by us;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | compliance
with applicable governmental laws, rules and regulations;
|-- | --------------------------------------------------------------------

|4. | the
prompt internal reporting of violations of the Code of Business Conduct and
               Ethics to an appropriate person or persons identified in the Code of
Business                Conduct and Ethics; and
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | accountability
for adherence to the Code of Business Conduct and Ethics.
|-- | ------------------------------------------------------------------------

Our Code of Business Conduct and
Ethics requires, among other things, that all of our companys personnel shall be
accorded full access to our president and secretary with respect to any matter which may
arise relating to the Code of Business Conduct and Ethics. Further, all of our
companys personnel are to be accorded full access to our companys board of
directors if any such matter involves an alleged breach of the Code of Business Conduct
and Ethics by our president or secretary.

In addition, our Code of Business
Conduct and Ethics emphasizes that all employees, and particularly managers and/or
supervisors, have a responsibility for maintaining financial integrity within our company,
consistent with generally accepted accounting principles, and federal, provincial and
state securities laws. Any employee who becomes aware of any incidents involving financial
or accounting manipulation or other irregularities, whether by witnessing the incident or
being told of it, must report it to his or her immediate supervisor or to our
companys president or secretary. If the incident involves an alleged breach of the
Code of Business Conduct and Ethics by the president or secretary, the incident must be
reported to any member of our board of directors. Any failure to report such inappropriate
or irregular conduct of others is to be treated as a severe disciplinary matter. It is
against our company policy to retaliate against any individual who reports in good faith
the violation or potential violation of our companys Code of Business Conduct and
Ethics.

---

25

Our Code of Business Conduct and
Ethics was filed with the Securities and Exchange Commission on March 30, 2004 as Exhibit
14.1 to our annual report on Form 10-KSB. We will provide a copy of the Code of Business
Conduct and Ethics to any person without charge, upon request. Requests can be sent to:
Tuscany Minerals, Ltd., 2060 Gisby Street, West Vancouver, British Columbia V7V 4N3,
Canada.

Section 16(a) Beneficial
Ownership Compliance

Section 16(a) of the Securities
Exchange Act of 1934, as amended, requires our executive officers and directors, and
persons who own more than 10% of our common stock, to file reports regarding ownership of,
and transactions in, our securities with the Securities and Exchange Commission and to
provide us with copies of those filings. Based solely on our review of Forms 3, 4 and 5
(and amendments thereto) furnished to us during or in respect of the fiscal year ended
December 31, 2004, we are not aware of any director, executive officer or beneficial owner
of more than 10% of the outstanding common stock who or which has not timely filed reports
required by Section 16(a) of the Exchange Act during or in respect of such fiscal year.

|ITEM 10. | EXECUTIVE COMPENSATION.
|-------- | -----------------------

Executive Compensation

The following table summarizes the
compensation of our executive officers during the three years ended December 31, 2004,
2003 and 2002. No other officers or directors received annual compensation in excess of
$100,000 during the last three fiscal years.

|SUMMARY COMPENSATION TABLE                                                                   
|---------------------------------------------------------------------------------------------
|                                                                                             
|                                                                                             
|Name and Principal
  Position                                                                
|J. Stephen Barley,      
  Chief Executive Officer,
  President, Secretary and
  Treasurer(3)

|(1) | Other
than indicated below or otherwise in this annual report, we have not
               granted any restricted shares or restricted share units, stock
appreciation                rights or long term incentive plan payouts to the named
officers and directors                during the fiscal years indicated.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The
value of perquisites and other personal benefits, securities and property
               for the named officers that do not exceed the lesser of $50,000 or 10% of
the                total of the annual salary and bonus are not reported herein.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Compensation
attributable to J. Stephen Barley is paid pursuant to a management
               agreement dated December 1, 2000, between our company and C.H.M.
Consulting                Inc., a company wholly-owned by J. Stephen Barley.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Employment/Consulting
Agreements

The services of J. Stephen Barley,
our sole director and executive officer, are provided to us pursuant to a management
agreement dated December 1, 2000, between our company and C.H.M. Consulting Inc., a
company wholly-owned by J. Stephen Barley. Pursuant to the management agreement, our
company pays 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 monthly basis by agreement dated January 1,
2002, between our company and Mr. Barley. The management agreement provides that the $750
monthly 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 our
company.

---

26

There are no compensatory plans or
arrangements with respect to our executive officers resulting from the resignation,
retirement or other termination of employment or from a change of control.

Stock Option Plan

Currently, there are no stock option
plans in favour of any officers, directors, consultants or employees of our company.

Stock Options/SAR Grants

There were no grants of stock options
or stock appreciation rights made during the fiscal years ended December 31, 2004 and
December 31, 2003. Consequently, our company did not reprice any options previously
granted to any executive officer during the fiscal year ended December 31, 2004.

Aggregated Option
Exercises in Last Fiscal Year and Fiscal Year-End Values

There were no options exercised
during the fiscal year ended December 31, 2004 by any officers or directors of our
company.

Long Term Incentive Plans

There were no long term incentive
plans outstanding as of December 31, 2004.

Compensation of Directors

Our directors may be paid for their
expenses incurred in attending each meeting of the directors. In addition to expenses, our
directors may be paid a sum for attending each meeting of the directors or may receive a
stated salary as director. No payment precludes any director from serving our company in
any other capacity and being compensated for such service. Members of special or standing
committees may be allowed similar reimbursement and compensation for attending committee
meetings.

Report on Executive
Compensation

Our compensation program for our
executive officers is administered and reviewed by our board of directors. Historically,
executive compensation consists of a combination of base salary and bonuses. Individual
compensation levels are designed to reflect individual responsibilities, performance and
experience, as well as the performance of our company. The determination of discretionary
bonuses is based on various factors, including implementation of our business plan,
acquisition of assets, development of corporate opportunities and completion of financing.

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

The following table sets forth, as of
March 9, 2005, certain information with respect to the beneficial ownership of our common
stock by each stockholder known by us to be the beneficial owner of more than 5% of our
common stock and by each of our current directors and executive officers. Each person has
sole voting and investment power with respect to the shares of common stock. Beneficial
ownership consists of a direct interest in the shares of common stock, except as otherwise
indicated.

---

27

|Name and Address of Beneficial Owner                                                             | Amount and Nature of
Beneficial Ownership | Percentage
of Class(1)
|------------------------------------------------------------------------------------------------ | ----------------------------------------- | ----------------------
|J. Stephen Barley                    
  2060 Gisby Street
  West Vancouver, B.C. Canada  V7V 4N3 | 6,325,000                                 | 50.4%                 
|Directors and Executive Officers as a Group                                                      | 6,325,000 common shares                   | 50.4%                 

|(1) | Under
Rule 13d-3, a beneficial owner of a security includes any person who,
               directly or indirectly, through any contract, arrangement, understanding,
               relationship, or otherwise has or shares: (i) voting power, which includes
the                power to vote, or to direct the voting of shares; and (ii) investment
power,                which includes the power to dispose or direct the disposition of
shares. Certain                shares may be deemed to be beneficially owned by more than
one person (if, for                example, persons share the power to vote or the power
to dispose of the shares).                In addition, shares are deemed to be
beneficially owned by a person if the                person has the right to acquire the
shares (for example, upon exercise of an                option) within 60 days of the
date as of which the information is provided. In                computing the percentage
ownership of any person, the amount of shares                outstanding is deemed to
include the amount of shares beneficially owned by such                person (and only
such person) by reason of these acquisition rights. As a                result, the
percentage of outstanding shares of any person as shown in this                table does
not necessarily reflect the persons actual ownership or voting                power
with respect to the number of shares of common stock actually outstanding
               on March 9, 2005. As of March 9, 2005, there were 12,538,000 shares of our
               companys common stock issued and outstanding.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Change in Control

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

|ITEM 12. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
|-------- | -----------------------------------------------

Except as described below, none of
the following persons has any direct or indirect material interest in any transaction to
which our company was or is a party during the past two fiscal years, or in any proposed
transaction to which our company proposes to be a party:

|1. | any
director or officer of our company;
|-- | ---------------------------------------

|2. | any
proposed director of officer of our company;
|-- | ------------------------------------------------

|3. | any
person who beneficially owns, directly or indirectly, shares carrying more
               than 5% of the voting rights attached to our companys common stock;
or
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | any
relative or spouse of any of the foregoing persons, or any relative of such
               spouse, who has the same house as such person or who is a director or
officer of                any parent or subsidiary.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We have entered into a management
agreement dated December 1, 2000, with C.H.M. Consulting Inc., a company wholly-owned by
J. Stephen Barley, our sole director and executive officer. Pursuant to the terms of the
management agreement, our company pays C.H.M. Consulting Inc. a monthly management fee of
$750 in consideration for C.H.M. Consulting Inc. providing management and administration
services to our company. These services include the management services provided by J.
Stephen Barley as our sole executive officer. This management agreement, which expired on
December 31, 2001, was extended on a monthly basis by agreement dated January 1, 2002,
between our company and J. Stephen Barley. The management agreement provides that the $750
monthly 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 our
company. Our company paid $9,000 to C.H.M. Consulting Inc. pursuant to the management
agreement during the fiscal years ended December 31, 2004 and 2003.

---

28

As of December 31, 2004 and 2003, our
company owed accounts payable of $26,629 and $24,551 respectively to J. Stephen
Barley. As of December 31, 2004 and 2003, our company also owed accounts payable of
$18,000 and $9,000 respectively to a company controlled by J. Stephen Barley.

Subsequent to our fiscal year ended
December 31, 2004, our company issued a note payable of $4,000 on January 10, 2005 to a
company in which J. Stephen Barley is a director. The note bears interest at 8% per annum
and is payable on demand.

|ITEM 13. | EXHIBITS.
|-------- | ---------

|Exhibit Number                                                       | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1   
3.2   
4.1   
10.1  
10.2  
10.3  
10.4  
14.1  
31.1* 
32.1* | Articles of Incorporation (1)
Bylaws, as amended (1)
Share Certificate (1)
Management Agreement with C.H.M. Consulting, Inc. dated December 1, 2000 (1)
Letter Agreement dated June 19, 2003, between our company and Jerry H. Clay (2)
Letter Agreement dated December 31, 2003, between our company and Jerry H. Clay (3)
Letter Agreement dated July 28, 2004, between our company and International European Realty
Limited (5)
Code of Ethics (4)
Certification of Principal Executive Officer and Principal Financial Officer filed pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

|(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) | Previously
filed as an Exhibit to our Annual Report filed on Form 10-KSB on                March 30,
2004.
|--- | ----------------------------------------------------------------------------------------------------------

|(5) | Previously
filed as an Exhibit to our Quarterly Report filed on Form 10-QSB on
               November 15, 2004
|--- | ---------------------------------------------------------------------------------------------------------------

*Filed herewith

|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------

Audit Fees

The aggregate fees billed by Morgan
& Company, Chartered Accountants, for professional services rendered for the audit of
our annual financial statements included in our Annual Report on Form 10-KSB for the
fiscal years ended December 31, 2004 and 2003 were $1,850 and $2,450 respectively.

Audit Related Fees

For the fiscal years ended December
31, 2004 and 2003, the aggregate fees billed for assurance and related services by Morgan
& Company relating to the performance of the audit of our financial statements which
are not reported under the caption Audit Fees above, was $1,900 and $330
respectively.

---

29

Tax Fees

For the fiscal years ended December
31, 2004 and 2003, the aggregate fees billed by Morgan & Company for other non-audit
professional services, other than those services listed above, totalled $Nil and $275
respectively.

Approval of Audit Fees

Effective May 6, 2003, the Securities
and Exchange Commission adopted rules that require that, before Morgan & Company is
engaged by us to render any auditing or permitted non-audit related service, the
engagement be:

|1. | approved
by our audit committee; or
|-- | -----------------------------------

|2. | entered
into pursuant to pre-approval policies and procedures established by our
               audit committee, provided the policies and procedures are detailed as to
the                particular service, our audit committee is informed of each service,
and such                policies and procedures do not include delegation of our audit
committees                responsibilities to management.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our board of directors, which
performs the functions of an audit committee, pre-approves all services provided by our
independent auditors. The pre-approval process has been implemented in response to the new
rules, and therefore, our board of directors does not have records of what percentage of
the above fees were pre-approved. However, all of the above services and fees were
reviewed and approved by our board of directors either before or after the respective
services were rendered.

Our board of directors has considered
the nature and amount of fees billed by Morgan & Company for the fiscal year ended
December 31, 2004, and believes that the provision of services for activities unrelated to
the audit is compatible with maintaining Morgan & Companys independence.

# 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,
Chief Executive Officer, President, Secretary and Treasurer
          (Principal Executive Officer and Principal Financial and Accounting Officer)

Date: March 30, 2005