**FORM 10-KSB**

**SECURITIES AND EXCHANGE COMMISSIONWashington, D. C. 20549**

| **[ x ]**      | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended - June 30, 2004** |
|----------------|--------------------------------------------------------------------------------------------------------------------------------------|
| **OR**         |                                                                                                                                 |
| **[   ]** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934  For the transition period from**        |

**Commission file number 000-50994**

**ARDENT MINES LIMITED**(Exact name of registrant as specified in its charter)

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

**7999 Woodhurst Drive,Burnaby, British ColumbiaCanada V5A 4C6**(Address of principal executive offices, including zip code.)

**(604) 681-3864**(telephone number, including area code)

 Securitiesregistered pursuant to Section 12(b) of the Act:

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

 Securitiesregistered pursuant to Section 12(g) of the Act:

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

 Checkwhether the issuer (1) filed all reports required to be filed by Section 13 or15(d) of the Exchange Act during the past 12 months (or for such shorter periodthat the registrant was required to file such reports) and (2) has been subjectto such filing requirements for the past 90 days.Yes [ x ]     No [   ]

  

  

----

 Check ifthere is no disclosure of delinquent filers in response to Item 405 ofRegulation S-B is not contained in this form, and no disclosure will becontained, to the best of registrant's knowledge, in definitive proxy orinformation statements incorporated by referenced in Part III of this Form10-KSB or any amendment to this Form 10-KSB [  ] 

 Stateissuer's revenues for its most fiscal year: **June 30, 2004: $-0-.**

 State theaggregate market value of the voting and non-voting common equity held bynon-affiliates computed by reference to the price at which the common equitywas sold, or the average bid and asked price of such common equity. **As of October 29, 2004, the value was $-0-.**

 State thenumber of shares outstanding of each of the issuer's classes of common equity,as of **October 29, 2004: 6,014,450**

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

  

  

----

**PART I**

**General**

 We wereincorporated in the State of Nevada on July 27, 2000. We are engaged in theacquisition and exploration of mining properties. We maintain our statutoryregistered agent's office at Nevada Corporate Headquarter, 101 ConventionCenter Drive, Suite 700 Las Vegas, Nevada 89109 and our business office islocated at 7779 Woodhurst Drive, Burnaby, British Columbia, Canada. This is ourmailing address as well. Our telephone number is (604) 681-3864. Reg C.Handford, our president, supplies this office space on a rent-free basis. 

 We haveno plans to change our business activities or to combine with another business,and we are not aware of any events or circumstances that might cause us tochange our plans.

**Background**

 In August2000, Reid Anderson, our original president and a member of the board ofdirectors acquired one mineral property containing eight mining claims inBritish Columbia, Canada by arranging the staking of the same through JamesThom, a non affiliated third party. Mr. Thom is a self-employed contract stakerand field worker. Mr. Anderson resigned as an officer and director in order todevote more time to his mineral exploration projects. Mr. Reg Handford was appointedby Mr. Chebountchak to replace Mr. Anderson as our president, treasurer anddirector. Mr. Anderson also sold all of his common stock to Mr. Handford. 

 Canadianjurisdictions allow a mineral explorer to claim a portion of available Crownlands as its exclusive area for exploration by depositing posts or othervisible markers to indicate a claimed area. The process of posting the area isknown as staking. Mr. Anderson paid Mr. Thom $1,282 to stake the claims. Theclaims were recorded in Mr. Thom's name to avoid paying additional fees, and hehas provided the company with a signed and unexecuted Bill of Sale in ourfavor.

 UnderBritish Columbia law title to British Columbia mining claims can only be heldby British Columbia residents. In the case of corporations, title must be heldby a British Columbia corporation. In order to comply with the law we wouldhave to incorporate a British Columbia wholly owned subsidiary corporation andobtain audited financial statements. We believe those costs would be a waste ofour money at this time. 

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

 In the 19thcentury the practice of reserving the minerals from fee simple Crown grants wasestablished. Legislation now ensures that minerals are reserved from Crown landdispositions. The result is that the Crown is the largest mineral owner inCanada, both as the fee simple owner of Crown lands and through mineralreservations in Crown grants. Most privately held mineral titles are acquireddirectly from the Crown. Our property is one such acquisition. Accordingly, feesimple title to our property resides with the Crown. 

 Ourclaims are mining leases issued pursuant to the British Columbia Mineral Act.The lessee has exclusive rights to mine and recover all of the mineralscontained within the surface boundaries of the lease continued verticallydownward.

 Theproperty is unencumbered and there are no competitive conditions which affectthe property. Further, there is no insurance covering the property and webelieve that no insurance is necessary since the property is unimproved andcontains no buildings or improvements. 

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

  Weare presently in the exploration stage and we cannot guarantee that acommercially viable mineral deposit, a reserve, exists in the property untilfurther exploration is done and a comprehensive evaluation concludes economicand legal feasibility. 

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

**Claims**

 Thefollowing is a list of tenure numbers, claim , date of recording and expirationdate of our claims:

| **Claim No.** | **Document Description**   | **Date of Recording** | **Date of Expiration** |
|---------------|----------------------------|-----------------------|------------------------|
| 390015        | Sun #1  Mining Claim.      | October 29, 2001      | August 26, 2005        |
| 390016        | Sun #2  Mining Claim.      | October  29, 2001     | August  26, 2005       |
| 390017        | Sun #3  Mining Claim.      | October  29, 2001     | August  26, 2005       |
| 390018        | Sun #4  Mining Claim  | October  29, 2001     | August  26, 2005       |
| 390019        | Sun #5  Mining Claim  | October  29, 2001     | August  26, 2005       |
| 390020        | Sun #6  Mining Claim       | October  29, 2001     | August  26, 2005       |
| 390021        | Sun #7  Mining Claim       | October  29, 2001     | August  26, 2005       |
| 390022        | Sun #8  Mining Claim.      | October  29, 2001     | August  26, 2005       |

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

**Location and Access**

 Theproperty is located on Copperkettle Creek, approximately three miles upstream fromits confluence with Kettle Creek. It is on the eastern slope of BeaverdaleRange of the Monashee Mountains. The claims lie approximately thirty miles eastof the town of Penticton, British Columbia. Each claim is 500 meters by 500meters or 200 hectares. 

 Theproperty can be accessed by traveling north on Highway 33 from Rock Creek tothe town of Westbridge. At Westbridge the Monashee Highway extends north forapproximately thirty miles to north of the village of Christian Valley. A fairlogging road, passable by car, leads northwest over the ridge and down to theconfluence of Sandrift Creek and Copperkettle Creek, to the property and fivemiles. This road continues northwest along the south side of Copperkettle Creekfor several miles. Numerous overgrown logging roads cross the property.

 Theproperty is also approximately one hour by car from Rock Creek which containsbanking facilities and a supermarket.

**Physiography**

 Theproperty is lies between elevations of 2,800 feet and 3,800 feet. Slopes are inthe range of 20 to 40 degrees with occasional bluffs. Vegetation consistsmainly of fir, larch and pine, much of it mature second growth. 

 Theproperty is usually snow-free from June to November, providing a five to sixmonth exploration season. As such, no exploration will take place fromapproximately December to May. However, development work is possible in thewinter depending on local conditions. 

**Property Geology**

 Part ofthe property is covered by volcanic flows which are up to 60,000,000 years oldwith older rocks underneath. These old rocks and volcanic flows weresubsequently altered by invasion of new rocks flowing into cracks. The majortype of rocks found on the property are limestone, marble and other sedimentaryrocks that are rich in calcium. 

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

**Mineralization**

 Isolatedfindings of minerals bearing copper, gold and silver have been found, but noneanywhere near economic concentrations. 

**History of Previous Work**

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

**Our Proposed Exploration Program**

 Ourexploration target is to find an ore body containing gold. Our success dependsupon finding mineralized material. This includes technical studies to determineif the property contains reserves. Mineralized material is a mineralized body,which has been delineated by appropriate spaced drilling or undergroundsampling to support sufficient tonnage and average grade of metals to justifyremoval. If we don't find mineralized material or we cannot remove mineralizedmaterial, either because we do not have the money to do it or because it is noteconomically feasible to do it, we will cease operations and you will lose yourinvestment. 

 Inaddition, we may not have enough money to complete our exploration of ourproperty. If it turns out that we have not raised enough money to complete ourexploration program, we will try to raise additional funds from a second publicoffering, a private placement or loans. At the present time, we have not madeany plans to raise additional money and there is no assurance that we would beable to raise additional money in the future. In we need additional money andcan't raise it, we will have to suspend or cease operations. 

 We mustconduct exploration to determine what amount of minerals, if any, exist on ourproperties and if any minerals which are found can be economically extractedand profitably processed. 

 Ourproperty is undeveloped raw land. Exploration and surveying has not beeninitiated and will not be initiated until we raise money in our publicoffering. That is because we do not have money to start exploration. Once theoffering is concluded, we intend to start exploration operations. To ourknowledge, the property has never been mined. The only event that has occurredis the staking of the property by James Thom and a physical examination of theproperty by Mr. Anderson, our former president and director. The cost ofstaking the claims was included in the $1,282 paid to Mr. Thom. Before goldretrieval can begin, we must explore for and find mineralized material. Afterthat has occurred we have to determine if it is economically feasible to removethe mineralized material. Economically feasible means that the costs associatedwith the removal of the mineralized material will not exceed the price at whichwe can sell the mineralized material. We can't predict what that will be untilwe find mineralized material. 

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

 Ourexploration program is designed to economically explore and evaluate ourproperties. 

 We do notclaim to have any minerals or reserves whatsoever at this time on any of ourproperties. 

 We havenot selected any specific individual or company to conduct our three phases ofexploration, although this season's exploration was carried out by localcontractor MadMan Mining Corp. We would expect to hire someone or a companysuch as MadMan that has experience in exploration in British Columbia and whocan conduct our plan of exploration within the budget we have available. Themining and mining industres industry in British Columbia have been somewhatdepressed and many exploration companies, engineers and geologists were willingto render services at low rates; this is rapidly changing as metal prices riseand there is greater incentive to find new mines, and exploration activity isconcomitantly rising. 

 Ourexploration program is designed  to proceed in the following three phases:

 Phase 1will begin with research of the available geological literature, personalinterviews with geologists, mining engineers and others familiar with theprospect sites. We intend to interview and possibly pay fees to consultinggeologists with knowledge of the area or knowledge of areas with analogousregional geology. We will pay geologists fees only on a per day or week basisaccording to time spent on research or field activities.  We also intend tointerview or engage other geologists or field workers familiar with the area. 

 When theresearch is completed, our initial work will be augmented with geologicmapping, geophysical testing and geochemical testing of our claims. A flagged gridextending the length and width of the property will be established, probably at100 meter spacings, and ground-based magnetic and MaxMin geophysical surveyswill be taken. Soil and rock samples will also be extracted. When available,existing workings like trenches, prospect pits, shafts or tunnels will beexamined. If an apparent mineralized zone is identified and narrowed down to aspecific area by the studies, we will begin trenching the area. We intend toanalyze our samples by first logging their geological features and thenanalyzing some of them chemically through Acme Laboratories in Vancouver,Canada. We would do a 32-element test to include precious and base metals aswell as indicator elements.

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

 Trenchesare generally approximately 150 ft. in length and 7 to 10 feet wide. Weestimate the cost of one trench to be approximately $5,000. This includes thecost of reclaiming the trench under favorable conditions. These dimensionsallow for a thorough examination of the surface of the vein structure typesgenerally encountered in the area. They also allow easier restoration of theland to its pre-exploration condition when we conclude our operations. Onceexcavation of a trench is completed, samples are taken and then analyzed foreconomically potential minerals that are known to have occurred in the area. Asin the case of soil and rock samples from the grid, we would first log theirvisible geological features and then analyze some of them chemically by a standard32-element test to include precious and base metals as well as indicatorelements. Careful interpretation of this available data collected from thevarious tests aid in determining whether or not the prospect has currenteconomic potential and whether further exploration is warranted.

 Somefactors we may consider when we make a decision to go underground will be therevelation of veins, if any, by trenching and inspection of the surface geologyin the area as well as assays of samples. Confirmation of vein depth bygeophysical techniques would be a plus. 

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

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

 Driftdriving is the process of constructing a tunnel to take samples of minerals fortesting. Later, the tunnel can be used for mining minerals . The geophysicalwork gives a general understanding of the location and extent of mineralizationat depths that are unreachable by surface excavations and provides a target formore extensive trenching and core drilling. Trenching identifies the continuityand extent of mineralization, if any, below the surface. After a thoroughanalysis of the data collected in Phase 2, we will decide if the propertywarrants a Phase 3 study. We believe that it will cost approximately $150 perfoot to drive a drift on our property and we intend to drift drive up to amaximum of 300 feet. We have allocated up to $5,000 for trenching; $5,000 forgeophysical work; and, $45,000 for drift driving. 

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

 Phase 3is aimed at precisely defining the depth, the width, the length, the tonnageand the value per ton of any mineral body. This is accomplished throughextensive drift driving. We will determine the depth of the mineralization byextrapolation from geophysical surveys. However, after review of allthen-current data by a geologist, and depending on the budget and the cashavailable, the program could be reconsidered and core hole drilling couldpossibly be warranted. 

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

 Thebreakdown of estimated times and dollars for each phase was made by the boardof directors. 

 We do notintend to interest other company in the property if we find mineralizedmaterials. We intend to try to develop the reserves ourselves. 

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

 We cannotprovide you with a more detailed discussion of how our exploration program willwork and what we expect will be our likelihood of success. That is because wehave a piece of raw land and we intend to look for gold. We may or may not findany mineralized material. We hope we do, but it is impossible to predict thelikelihood of such an event. 

 We willnot move on to a subsequent phase until the phase we are working on iscompleted. We will determine when that occurs.

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

**Competitive Factors**

 The goldmining industry is fragmented. We compete with other exploration companieslooking for gold. We are one of the smallest exploration companies in existenceand indeed can be thought of as an infinitely small participant in the goldmining market. While we compete with other exploration companies, there is nocompetition for the exploration or removal or mineral from our particular property.Readily available gold markets exist in Canada and around the world for thesale of gold. Therefore, we expect to be able to sell any gold that we are ableto recover. 

**Regulations**

 Ourmineral exploration program is subject to the Canadian Mineral Tenure ActRegulation. This act sets forth rules for 

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

 We arealso subject to the British Columbia Mineral Exploration Code which tells ushow and where we can explore for minerals. We must comply with these laws tooperate our business. Compliance with these rules and regulations will notadversely affect our operations at this stage of our company's evolution.

**Environmental Law**

 We arealso subject to the Health, Safety and Reclamation Code for Mines in BritishColumbia. This code deals with environmental matters relating to theexploration and development of mining properties. Its goals are to protect theenvironment through a series of regulations affecting: 

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

 We areresponsible to provide a safe working environment, not disrupt archaeologicalsites, and conduct our activities to prevent unnecessary damage to theproperty. 

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

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

 Explorationstage companies have no need to discuss environmental matters, except as theyrelate to exploration activities. The only "cost and effect" ofcompliance with environmental regulations in British Columbia is returning thesurface to its previous condition upon abandonment of the property. We cannotspeculate on those costs in light of our ongoing plans for exploration. In anyevent, we have not allocated any funds for the reclamation of the property. 

**Employees and Employment Agreements**

 We intendto use the services of subcontractors for manual labor exploration work on ourproperties. Atpresent, we have no employees, other than our officers and directors. Ourofficers and directors are part-time employees and will devote about 10% oftheir time to our operation. Our officers and directors do not have employmentagreements with us. We presently do not have pension, health, annuity,insurance, stock options, profit sharing or similar benefit plans; however, wemay adopt plans in the future. There are presently no personal benefitsavailable to our officers and directors. Mr. Handford handles ouradministrative duties. Because our officers and directors are inexperiencedwith exploration, they will hire qualified persons to perform the surveying,exploration, and excavating of our property. Madman Mining Corp. of Vancouver,BC has completed work totaling about $5,000 in the Summer work season of 2005subsequent to the corporate year end, on a contract basis.

**Risks associated with Ardent Mines:**

***2.    Because the     probability of an individual prospect ever having reserves is extremely     remote, in all probability our property does not contain any reserves, and     any funds spent on exploration will be lost.***
***3.    We lack an     operating history and have losses which we expect to continue into the     future. As a result, we may have to suspend or cease operations.***We were incorporated in July 2000 and we have not started     our proposed business operations or realized any revenues. We have no     operating history upon which an evaluation of our future success or     failure can be made. Our net loss since inception is $362,749. Our ability     to achieve and maintain profitability and positive cash flow is dependent     upon our  ability to locate a profitable mineral property,  our ability to generate revenues, and  our ability to reduce exploration costs.Based upon current plans, we expect to incur operatinglosses in future periods. This will happen because there are expensesassociated with the research and exploration of our mineral properties. As aresult, we may not generate revenues in the future. Failure to generaterevenues will cause us to suspend or cease operations.
***4.    If     we can't locate qualified personnel, we may have to suspend or cease     operations which will result in the loss of your investment.***

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

***5.    We     have no known ore reserves. Without ore reserves we can not generate     income and if we cannot generate income we will have to cease operations     which result in the loss your investment.***

We have no known ore reserves. Without ore reserves,we cannot generate income and if we cannot generate income we will have tocease operation which will result in the loss of your investment. *** ***

***6.    We don't     raise enough money for exploration, we will have to delay exploration or     go out of business, which will result in the loss of your investment.***We are in the very early exploration stage and need     the proceeds from our offering to start exploration. Since there is no     minimum and no refunds on sold shares, you may be investing in a company     that will not have the funds necessary to commence its operations. If that     occurs we will have to delay operations or may never start our operations     which will result in the loss of your investment. 

***7.    Weather interruptions in the province of British     Columbia may affect and delay our proposed exploration operations.***Our proposed exploration work can only be performed     approximately five to six months out of the year. This is because rain and     snow cause the roads leading to our claims to be impassible during six to     seven months of the year. When roads are impassible, we are unable to     conduct exploration operations on our property. Additionally, as water     flows down, elevated areas such as our property can rapidly dry out in the     hot summers such as have been experienced in Southern British Columbia in     2003 and 2004, resulting in closures of vehicle access due to extreme fire     hazard. This can occur any time June through September.

***8.    Because we are     small and do not have much capital, we must limit our exploration and as a     result may not find an ore body*. *Without an ore body, we cannot generate revenues     and you will lose your investment.***Because we are small and do not have much capital, we must     limit our exploration. Because we may have to limit our exploration, we     may not find an ore body, even though our property may contain mineralized     material. Without an ore body, we cannot generate revenues and you will     lose your investment.

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

***10.    Because     Messrs. Handford and Chebountchak have other outside business activities     and will only be devoting 10% of their time to our operations, our     operations may be sporadic which may result in periodic interruptions or     suspensions of exploration***.

Because Messrs. Handford and Chebountchak, ourofficers and directors have other outside business activities and will only be devoting10% of their time to our operations, our operations may be sporadic and occurat times which are convenient to Messrs. Handford and Chebountchak. As aresult, exploration of our property may be periodically interrupted or suspended***.***

***11.    Because title to our property is held in the name of     another person, if he transfers our property to someone other than us, we     will cease operations*.**Title to our property is not held in our name. Title to our property     is recorded in the name of James Thom. If Mr. Thom transfers our property     to a third person, the third person will obtain good title and we will     have nothing. If that happens we will be harmed in that we will not own     any property and we will have to cease operations.

***12.    Because our     officers and directors still own more than 50% of the outstanding shares     after our offering, they will be able to decide who will be directors and     you may not be able to elect any directors*.**Messrs. Handford and Chebountchak still own 5,000,000 shares and will     continue to control us. As a result, Handford and Chebountchak will be     able to elect all of our directors and control our operation***.***

***13.    Because     there is no public trading market for our common stock, you may not be     able to resell your stock*.**There is currently no public trading market for our common stock.     Therefore there is no central place, such as stock exchange or electronic     trading system, to resell your shares. If you do want to resell your     shares, you will have to locate a buyer and negotiate your own sale.

** **

**ITEM 2.   DESCRIPTION OF PROPERTIES.**

 In August2000, Reid Anderson, our original president and a member of the board ofdirectors acquired one mineral property containing eight mining claims inBritish Columbia, Canada by arranging the staking of the same through JamesThom, a non affiliated third party. The claims were recorded in Mr. Thom's nameto avoid paying additional fees, and he has provided us with a signed andunexecuted bill of sale in our favor. To date we have performed $5,000 ofsurface work on our property. The claims lie approximately thirty miles east ofthe town of Penticton, British Columbia. 

 Ouradministrative office is located at 7999 Woodhurst Drive, Burnaby, British Columbia,Canada V5A 4C6 and our telephone number is (604) 681-3864 and our registeredstatutory office is located at 101 Convention Center Drive, Suite 700, LasVegas, Nevada 89109. Our fiscal year end is June 30. Our mailing address is7999 Woodhurst Drive, Burnaby, British Columbia, Canada V5A 4C6. 

** **

**ITEM 3.   LEGAL PROCEEDINGS.**

 We arenot a party to any pending litigation and none is contemplated or threatened.

** **

**ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.**

 Therewere no matters submitted to the shareholders in 2004.

** **

**PART II**

**ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY ANDRELATED STOCKHOLDERS MATTERS.**

 No marketexists for our securities and there is no assurance that a regular tradingmarket will develop, or if developed, that it will be sustained. A shareholderin all likelihood, therefore, will be unable to resell the securities referredto herein should he or she desire to do so. Furthermore, it is unlikely that alending institution will accept our securities as pledged collateral for loansunless a regular trading market develops.

 There areno plans, proposals, arrangements or understandings with any person with regardto the development of a trading market in any of our securities. Of the6,014,450 shares of common stock outstanding as of October 29, 2004, 5,000,000shares were owned by our officers and directors and may only be resold incompliance with Rule 144 of the Securities Act of 1933. 

 AtOctober 29, 2004, there were thirty-eight holders of record. 

**Dividends**

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

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

 Ourcompany's shares are covered by Section 15(g) of the Securities Exchange Act of1934, as amended that imposes additional sales practice requirements onbroker/dealers who sell such securities to persons other than establishedcustomers and accredited investors (generally institutions with assets inexcess of $5,000,000 or individuals with net worth in excess of $1,000,000 orannual income exceeding $200,000 or $300,000 jointly with their spouses). Fortransactions covered by the Rule, the broker/dealer must make a specialsuitability determination for the purchase and have received the purchaser'swritten agreement to the transaction prior to the sale. Consequently, the Rulemay affect the ability of broker/dealers to sell our securities and also mayaffect your ability to sell your shares in the secondary market.

 Section15(g) also imposes additional sales practice requirements on broker/dealers whosell penny securities. These rules require a one page summary of certainessential items. The items include the risk of investing in penny stocks inboth public offerings and secondary marketing; terms important to inunderstanding of the function of the penny stock market, such as"bid" and "offer" quotes, a dealers "spread" andbroker/dealer compensation; the broker/dealer compensation, the broker/dealersduties to its customers, including the disclosures required by any other pennystock disclosure rules; the customers rights and remedies in causes of fraud inpenny stock transactions; and, the NASD's toll free telephone number and thecentral number of the North American Administrators Association, forinformation on the disciplinary history of broker/dealers and their associatedpersons.

**Securities authorized for issuance under equity compensationplans**

 We do nothave any equity compensation plans and accordingly we have no securities authorizedfor issuance thereunder.

**Status of our public offering**

 On August12, 2003, the Securities and Exchange Commission declared our Form SB-2Registration Statement effective, file number was 333-50994, permitting us tooffer up to 2,000,000 shares of common stock at $0.10 per share.

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

Received net proceeds:  $ 

101,445 

Less: 

$ 

  

Accounting and Legal 

26,743 

  

Accounts Payable 

7,812 

  

General and Admin. 

27,283 

  

Mining Exploration 

  6,125 

  

Related Party 

13,492 

  

Stock Transfer Expense 

1,801 

  

Travel 

9,539 

  

  

 

  

Unallocated Cash:  $ 

8,650 

 From theeffective date of the registration statement, no underwriting discounts norcommissions, finders' fees and similar expenses (direct or indirect) were paid.

 From theeffective date of the registration statement, no funds were used for theconstruction of plant, buildings or facilities, no funds were used for purchasesof real estate or acquisition of other business or temporary investments otherthan bank accounts. The expenses as they actually occurred vary from those planned in Ardent Mines Limited's SB2 filing. In particular, related party payable loans were repaid to Mr. Handford to alleviate his cash flow shortage thus enabling him to continue with the company. Delays in getting the company's shares to trade on the OTCBB (which has not yet occurred) resulted in higher than expected drains on the treasury for accounting expenses and costs in filing quarterly statements. Travel costs were incurred to seek new properties and new sources of private financing.

  

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

**Financial Condition, Liquidity and Capital Resources**

 Thissection of this report includes a number of forward-looking statements thatreflect our current views with respect to future events and financialperformance. Forward-looking statements are often identified by words like:believe, expect, estimate, anticipate, intend, project and similar expressions,or words which, by their nature, refer to future events. You should not placeundue certainty on these forward-looking statements, which apply only as of thedate of this report. These forward-looking states are subject to certain risksand uncertainties that could cause actual results to differ materially fromhistorical results or out predictions. 

 We are astart-up, exploration stage corporation and have not yet generated or realizedany revenues from our business operations.

 Ourauditors have issued a going concern opinion. This means that there issubstantial doubt that we can continue as an on-going business for the nexttwelve months unless we obtain additional capital to pay our bills. This isbecause we have not generated any revenues and no revenues are anticipateduntil we begin removing and selling minerals. Accordingly, we must raise cashfrom sources other than the sale of minerals found on the property. Our onlyother source for cash at this time is investments by others in Ardent Mines. Wemust raise cash to implement our project and stay in business.  It dependsupon the amount of exploration we conduct and the cost thereof. We won't knowthat information until we begin exploring our property.  

 To meetour need for cash we raised money from our public offering. We cannot guaranteethat we will be able to raise enough money through subsequent sources to stayin business. Whatever money we do raise, will be applied to the items set forthin the Use of Proceeds section of our prospectus. If we find mineralizedmaterial and it is economically feasible to remove the mineralized material, wewill attempt to raise additional money through a subsequent private placement,public offering or through loans  from our officers or others. We have nosuch source at the present. 

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

 We willbe conducting research in the form of exploration of our property. Ourexploration program is explained in as much detail as possible in the businesssection of our prospectus. We are not going to buy or sell any plant orsignificant equipment during the next twelve months. We will not buy anyequipment until have located a body of ore and we have determined it iseconomical to extract the ore from the land. 

 We do notintend to interest other companies in the property if we find mineralizedmaterials. We intend to try to develop the reserves ourselves.

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

 We do notintend to hire additional employees at this time. All of the work on theproperty will be conduct by unaffiliated independent contractors that we willhire. The independent contractors will be responsible for surveying, geology,engineering, exploration, and excavation. The geologists will evaluate theinformation derived from the exploration and excavation and the engineers willadvise us on the economic feasibility of removing the mineralized material.

**Limited Operating History; Need for Additional Capital**

 There isno historical financial information about us upon which to base an evaluationof our performance. We are an exploration stage corporation and have notgenerated any revenues from operations. We cannot guaranty we will besuccessful in our business operations. Our business is subject to risksinherent in the establishment of a new business enterprise, including limitedcapital resources, possible delays in the exploration of our properties, andpossible cost overruns due to price and cost increases in services.

 To becomeprofitable and competitive, we conduct into the research and exploration of ourproperties before we start production of any minerals we may find. We areseeking equity financing to provide for the capital required to implement ourresearch and exploration phases. 

 We haveno assurance that future financing will be available to us on acceptable terms.If financing is not available on satisfactory terms, we may be unable tocontinue, develop or expand our operations. Equity financing could result inadditional dilution to existing shareholders. 

**Results of Operations**

***From Inception on July 27, 2000***

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

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

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

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

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

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

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

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

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

**Claim  Name**

**Tenure  Number**

**Claim  Size**

**Staking  Date**

**Expiry  Date**

 Sun #900 

 413828 

 1 

 August 20, 2004 

 August 20, 2005 

 Sun #1000 

 413829 

 1 

 August 20, 2004 

 August 20, 2005 

   

**Liquidity and Capital Resources**

 As of thedate of this report, we have yet to generate any revenues from our businessoperations. 

 We issued5,000,000 shares of common stock through a Section 4(2) offering in July 2000.This was accounted for as a compensation expense of $273,048 and advances andreimbursement expenses of $1,952. 

 We issued1,014,450 shares at $0.10 per share on an SB2 offering, which completed April2nd, 2004.

As ofJune 30, 2004, our total assets were $17,446 and our total liabilities were$3,750.

  

 ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 REPORT OF INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM 

  

To the Board of Directors   Ardent Mines Ltd   (An Exploration Stage Company)

We have audited the accompanying balance sheet of **Ardent Mines****Limited** (an exploration stagecompany), as of June 30, 2004, and the related statements of expenses, stockholders'equity, and cash flows for the year ended June 30, 2004. These financialstatements are the responsibility of **ArdentMines Limited's** management. Our responsibility is to express an opinionon these financial statements based on our audit. 

  

The financial statements for the period July 27,2000 (inception) through June 30, 2003, were audited by other auditors whosereports expressed unqualified opinions on those statements. The financialstatements for the period July 27, 2000 (inception) through June 30, 2002,include total revenues and net loss of $0 and $299,956, respectively. Ouropinion on the statements of operations, stockholders' deficit, and cash flowsfor the period July 27, 2000 (inception) through June 30, 2004, insofar as itrelates to amounts for prior periods through June 30, 2003, is based solely onthe report of other auditors. 

  

We conducted our audit in accordance with standardsof the Public Company Accounting Oversight Board (United States). Thosestandards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statement presentation.We believe that our audit provides a reasonable basis for our opinion. 

  

In our opinion, the financial statements referredto above present fairly, in all material respects, the financial position of **Ardent Mines****Limited**, as of June 30, 2004, andthe results of its operations and its cash flows for the year then ended inconformity with accounting principles generally accepted in the United Statesof America. 

  

The accompanying financial statements have beenprepared assuming that Ardent Mines Limited will continue as a going concern. Asdiscussed in Note 2 to the financial statements, **Ardent Mines Limited** suffered recurring losses from operations,which raises substantial doubt about its ability to continue as a goingconcern. Management's plans regarding those matters also are described in Note 2.The financial statements do not include any adjustments that might result fromthe outcome of this uncertainty. 

  

  

  

MALONE & BAILEY, PLLC 

Houston, Texas 

www.malone-bailey.com

  

  

  

October 14, 2004 

 ARDENT MINES Limited (An Exploration Stage Company) BALANCE SHEET June 30, 2004 

   

ASSETS

Current Assets Cash                                                                                   $    17,446                                                                                                 -----------  

TOTALASSETS                                                                    $    17,446                                                                                               ======== 

 LIABILITIES AND STOCKHOLDERS' DEFICIT 

  

CurrentLiabilities                                          

  AccruedLiabilities                                                                  $     3,750                                                                                               ----------- 

  

TOTALLIABILITIES                                                                    3,750                                                                                               ----------- 

 Commitments and Contingencies 

 Stockholders' Equity 

  Common Stock, $0.00001 par value,100,000,000 shares    authorized, 6,014,450 sharesissued and outstanding                        60 

  Additional paid incapital                                                           376,385 

  Deficit accumulated during the developmentstage                     (362,749)                                                                                              ----------- 

 Total Stockholders'Equity                                                           13,696                                                                                              ----------- 

  

TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY      

                                                                                               $   17,446                                                                                             ======== 

  

  

  

  

See accompanying summary of accounting policies andnotes to financial statements 

 

 

 

 ARDENT MINES Limited (An Exploration Stage Company) STATEMENTS OF OPERATIONS Years Ended June 30, 2004, and2003, and the Period from July 27, 2000(Inception) Through June 30, 2004 

   

                                                                                 Inception 

                                                                                  Through 

                                                          2004                   2003                       2004 

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

Operating Expenses: 

Consultingexpense                        $          -            $          -             $    273,048 

Filing and incorporationfees               1,801                       -                       1,801 

General & administrative                  26,754                (3,692)                   29,161 

Legal &accounting                          23,947                 5,411                    47,112 

Miningexploration                               752                          -                      2,088 

Travel                                              9,539                           -                     9,539 

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

  

Total operatingexpense                  62,793                   1,719                362,749 

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

  

NetLoss                                $    (62,793)           $    (1,719)         $   (362,749) 

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

  

  

  

  

  

  

  

See accompanying summary of accounting policies andnotes to financial statements.

  

 ARDENT MINES Limited 

 (An Exploration Stage Company) 

 STATEMENT OF CHANGES IN STOCKHOLDERS'EQUITY 

 Period from July 27, 2000(Inception) Through June 30, 2004 

   

   

   

                                                                                                        Accumulated                                                                                         Additional Deficit during 

                                               Common Stock                  Paid-in      Exploration                                              Shares       $                        Capital             Stage              Total 

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

 Shares issued   forservices                    5,000,000       $     50     $      274,950    $               -       $ 275,000 

   

 NetLoss                                      -               -                          -        (288,255)     (288,255) 

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

   

 Balances at June 30,2001                 5,000,000             50             274,950                        -         (13,255) 

   

 NetLoss                                      -              -                        -               (9,982)         (9,982) 

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

   

 Balance at June 30,2002               5,000,000             50              274,950            (298,237)         (23,237) 

   

 NetLoss                                   -                -                       -                (1,719)           (1,719) 

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

   

 Balance at June 30,2003               5,000,000            50              274,950             (299,956)        (24,956) 

   

 Shares issued  forcash                                      1,014,450              10               101,435                         -        101,445 

   

 NetLoss                                 -                 -                           -              (62,793)         (62,793) 

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

   

 Balance at 

 June 30,2004           6,014,450        $     60          $    376,385    $     (362,749)           13,696 

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

  

  

  

  

  

See accompanying summary of accounting policies andnotes to financial statements.

   

 ARDENT MINES Limited 

 (An Exploration Stage Company) 

 STATEMENTS OF CASH FLOWS 

 Years Ended June 30, 2004, and2003, and the Period from July 27, 2000(Inception) Through June 30, 2004 

   

                                                                                          Inception                                                                                          Through                                                                            2004          2003          2004                                                                  ------------  ------------   ------------ 

CASH FLOWS FROM OPERATING ACTIVITIES 

Netloss                                                    $     (62,793)  $   (1,719) $ (362,749)

Adjustments to reconcile net loss to cash used in operating activities: 

Stocks issued forservices                                           -            -           275,000 

Change in: 

  Accounts payable & accruedexpenses              (4,981)      (1,172)         3,750 

  Amounts due to related parties                         (16,231)       2,897                -                                                                    ------------  ------------   ----------

  

NET CASH USED IN OPERATINGACTIVITIES                                                                              (84,005)             6        (83,999)                                                                    ------------ -----------  ------------ 

  

CASH FLOWS FROM FINANCING ACTIVITIES 

Sales of commonstock                                      101,445              -        101,445 

                                                                     ------------  ------------   ----------NET CASH PROVIDED BY FINANCING 

ACTIVITIES                                                    101,445              -        101,445                                                                    ------------  ------------   ------------ 

  

NET CHANGE INCASH                                 17,440              6         17,446 

CASH AT BEGINNING OFPERIOD                      6                                 -                                                                    ------------  ------------   ---------- 

  

CASH AT END OFPERIOD                      $    17,446  $         6   $    17,446                                                                        ======       =====     ====== 

  

Supplemental Disclosures 

  

Interestpaid                                                                -               -                   - 

Income taxpaid                                                          -               -                   - 

  

  

  

  

  

  

See accompanying summary ofaccounting policies and notes to financial statements. 

  

                                                                                        ARDENT MINES Limited 

 (An Exploration Stage Company) 

 NOTES TO FINANCIAL STATEMENTS 

  

  

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  

Nature of business.  Ardent Mines Limited (ArdentMines)  was incorporated in Nevada on July27, 2000. Ardent Mines' principal business plan is to acquire, explore anddevelop mineral properties and to ultimately seek earnings by exploiting themineral claims . 

  

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

  

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

  

Use of Estimates.  The preparation offinancial statements in conformity with accounting principles generallyaccepted in the United States requires management to make estimates andassumptions that affect the amounts reported in the financial statements andaccompanying notes. Actual results could differ from those estimates.

  

Cash and Cash Equivalents.  Investments withan original maturity date of three months or less when purchased are consideredto be cash equivalents and are stated at cost. 

  

Revenue Recognition.  From inception, ArdentMines has been engaged inacquisition, exploration and development of miningproperties  activities and has not recognizedany revenues. 

  

Impairment of Long-Lived Assets.  Ardent Minesreviews the carrying value of its long-lived assets annually or whenever eventsor changes in circumstances indicate that the historical cost-carrying value ofan asset may no longer be appropriate. Opexa assesses recoverability of thecarrying value of the asset by estimating the future net cash flows expected toresult from the asset, including eventual disposition.  If the future netcash flows are less than the carrying value of the asset, an impairment loss isrecorded  equal to the difference betweenthe asset's carrying value and fair value. 

  

Income taxes.  Ardent Mines accounts forincome taxes in accordance with Statement of Financial Accounting Standards("SFAS") No. 109, Accounting for Income Taxes. This statement prescribes theuse of the liability method whereby deferred tax asset and liability accountbalances are determined based on differences between the financial reportingand the tax bases of assets and liabilities and are measured using the enactedtax rates and laws that will be in effect when the differences are expected toreverse.

  

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

  

Exploration and Development Costs.  ArdentMines has been in the exploration stage since its formation and has not yetrealized any revenues from its planned operations. It is primarily engaged inthe acquisition, exploration and development of mining properties. Mineralexploration costs are expensed as incurred. When it has been determined that amineral property can be economically developed as a result of establishingproven and probable reserves, the costs incurred to develop such property, arecapitalized. Such costs will be amortized using the units-of-production methodover the estimated life of the probable reserve. 

  

Basic and Diluted Net Income (Loss) PerShare.  Ardent Mines computes net income (loss) per share in accordancewith SFAS No. 128, "Earnings per Share" (SFAS 128). SFAS 128 requirespresentation of both basic and diluted earnings per share (EPS) on the face ofthe income statement. Basic EPS is computed by dividing net income (loss)available to common shareholders (numerator) by the weighted average number ofshares outstanding (denominator) during the period. Diluted EPS gives effect toall dilutive potential common shares outstanding during the period includingstock options, using the treasury stock method, and convertible preferredstock, using the if-converted method. In computing diluted EPS, the averagestock price for the period is used in determining the number of shares assumedto be purchased from the exercise of stock options or warrants. Diluted EPSexcludes all dilutive potential shares if their effect is anti dilutive. AtJune 30, 2004 and 2003, Ardent Mines had no outstanding securities that couldhave a dilutive effect on the outstanding common stock

  

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

  

  

NOTE 2 - GOING CONCERN 

  

From July 27, 2000 (date of inception) to June 30,2004, Ardent Mines has incurred a loss of $362,749. The ability of Ardent Minesto emerge from the exploration stage with respect to any planned principalbusiness activity is dependent upon its successful efforts to raise additionalequity financing and/or attain profitable mining operations. Management hasplans to seek additional capital through a private placement and publicoffering of its common stock. There is no guarantee that Ardent Mines will beable to complete any of the above objectives. These factors raise substantialdoubt regarding the Ardent Mines' ability to continue as a going concern. 

  

  

NOTE 3 - Mineral Properties 

  

In September 2000, Ardent Mines acquired 100% ofthe rights, title and interests in eight mining claims in the Greenwood MiningDivision, British Columbia, Canada. Payment of $54 was required to record theeight mining claims. This amount was paid by the shareholders and repaid byArdent Mines in the form of stock. Ardent Mines has expensed this cost, asthere is no evidence showing proven and probable reserves. The claims expire onAugust 27, 2005 and are subject to a renewal fee of $100 per year per claim.. 

  

  

Note 4 - RELATED PARTY TRANSACTIONS

  

During the year ended June 30, 2004, a director ofArdent Mines provided office space to Ardent Mines for no cost. 

  

During the year ended June 30, 2004, Ardent Minesrepaid $16,231 to a director. This amount was without specific terms ofrepayment and was non-interest bearing. 

  

Note 5 - STOCKHOLDERS' DEFICIT 

  

A chronological history of Stockholders' Deficit isas follows: 

  

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

  

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

  

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

  

During the year ending June 30, 2004, Ardent Minesissued 1,014,450 shares of common stock at $0.10 per share pursuant to an SB2Registration Statement. 

  

NOTE 6 - INCOME TAXES 

  

Deferred income taxes are computed using the assetand liability method, such that deferred tax assets and liabilities arerecognized for the expected future tax consequences of temporary differencesbetween financial reporting amounts and the tax basis of existing assets andliabilities based on currently enacted tax laws and tax rates in effect for theperiods in which the differences are expected to reverse. Income tax expense isthe tax payable for the period plus the change during the period in deferredincome taxes. Valuation allowances are established when necessary to reducedeferred tax assets to the amount expected to be realized. 

   

During fiscal 2004 and 2003, Ardent Mines incurrednet losses of $62,789 and $1,719, respectively. Therefore, Ardent Mines has notax liability. The net deferred tax asset generated by the loss carry-forwardhas been fully reserved. The cumulative net operating loss carry-forward isapproximately $363,000 at June 30, 2004, and will expire in the years 2020through 2024. 

  

At June 30, 2004, deferred tax assets consisted ofthe following: 

  

                                                                     2004 

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

  

              Deferred taxassets                $    123,420 

             Less: valuationallowance            (123,420) 

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

  

           Net deferred taxasset             $                 0                                                              ======== 

 

** **

**ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTSON ACCOUNTING AND FINANCIAL DISCLOSURE.**

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

 Thereport of Williams & Webster, P.S. on our financial statements covered theperiod from inception on July 27, 2000 through June 30, 2001 did not contain anadverse, qualified or disclaimer of opinion. However, the report did contain anexplanatory paragraph wherein Williams & Webster expressed substantial doubtabout our ability to continue as a going concern.

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

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

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

 Thereport of Manning Elliott on our financial statements covered the period fromJuly 1, 2001 to June 30, 2002 did not contain an adverse, qualified or disclaimerof opinion. However, the report did contain an explanatory paragraph whereinManning Elliott expressed substantial doubt about our ability to continue as agoing concern.

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

  

  

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

 On August8, 2003, our board of directors unanimously approved a decision to terminateour auditors, Morgan and Company. On the same date, our accounting firm, Morganand Company, Chartered Accountants was dismissed by us as our independentauditors. During the 2002 and 2001 fiscal years and subsequent interim periods,there were no disagreements on matters of accounting principles and practices,financial disclosure, or auditing scope of procedure between us and Morgan andCompany. Morgan and Company was dismissed because we decided to retain a U.S.Certified Public Accountant to audit our financial statements for our June 30,2003 fiscal year end. 

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

 Werequested Morgan and Company furnish us with a letter addressed to theSecurities and Exchange Commission stating whether or not it agrees with thestatements made by us. On September 17, 2003 we delivered a copy of our Form8-K to Morgan and Company. On September 17, 2003, Morgan and Company repliedand their letter agreeing with the statements contained therein. The letter isfiled as Exhibit 16.3 to our our SB-2 Registration Statement, SEC file#333-50994.

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

 On May21, 2004, the accounting firm of Chavez and Koch. was dismissed by theRegistrant's Board of Directors as the Registrant's independent auditors. Duringthe two most recent fiscal years and interim periods, there were nodisagreements on matters of accounting principles and practices, financialdisclosure, or auditing scope of procedure between the Registrant and Chavezand Koch; Chavez and Koch were dismissed because the Company determined that itwas in its best interests for purposes of expediency and convenience to retaina different auditor, Malone and Bailey, PLLC.

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

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

 At itsboard meeting on May 21, 2004, the Board of Directors of the Registrant engagedMalone and Bailey, PLLC, 2925 Briarpark, Houston, Texas, as itsindependent auditor for its fiscal year ending June 30, 2004. Malone and Baileyaccepted such appointment on May 25, 2004. Prior to their appointment, theRegistrant did not consult with Malone and Bailey on any matters related toaccounting or the type of opinion they may issue.

   

**ITEM 8A. CONTROLS AND PROCEDURES**

We maintain disclosurecontrols and procedures that are designed to ensure that information requiredto be disclosed in our Securities Exchange Act of 1934 reports are recorded,processed, summarized and reported within the time periods specified in theSEC's rules and forms, and that such information is accumulated andcommunicated to our management, including our chief executive officer and chieffinancial officer, as appropriate, to allow timely decisions regarding requireddisclosure. Within 90 days prior to the date of this report, our managementcarried out an evaluation, under the supervision and with the participation ofour management, including our chief executive officer and chief financialofficer, of the effectiveness of the design and operation of our disclosurecontrols and procedures pursuant to Exchange Act Rule 15d-14. Based upon theforegoing, our chief executive officer and chief financial officer concludedthat our disclosure controls and procedures are effective in connection withthe filing of this Annual Report on Form 10-KSB for the year ended June 30,2003.

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

 Therewere no significant changes in our internal controls or in other factors thatcould significantly affect these controls subsequent to the date of theirevaluation, including any significant deficiencies or material weaknesses ofinternal controls that would require corrective action. 

  

  

**PART III**

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

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

**Name and Address** 

**Age**

**Position(s)**

 Reg C.  Handford  7999 Woodhurst Drive  Burnaby, British Columbia Canada

 58

 President  and a member of the Board of Directors 

  

  

  

 Taras  Chebountchak  11 Townsgate Drive, #PH 6  Thornhill, Ontario, Canada

 34

 Secretary,  Treasurer, Chief Financial Officer and a member of the Board of Directors.

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

**Background of Officers and Directors**

 SinceFebruary 8, 2002, Reg Handford has been our president, treasurer and a memberof our board of directors. Mr. Handford did not devote any time to ouroperations prior to February 8, 2002, but intends to devote approximately 10%of his time to our operations. Since September 3rd of this year he has beencorporate Secretary of Camden Mines Limited; Camden is preparing to enter theenterprise of distributing books in China, and change its name soon to XinhuaChina Ltd. 

 Beginning in September of 2001, Mr. Handford has been a freelance contractor providing office services and office administration for startup companies, mainly in the field of mining exploration. Since September 28, 2001, Mr. Handford has been president,treasurer and a member of the board of directors of Raglan Mines Limited, anexploration corporation located in Vancouver, British Columbia. From October 2001until April 2003, Mr. Handford was president of Bright Star Ventures Ltd., anexploration company located in Vancouver, British Columbia.  

 FromSeptember 1999 to  September 2001, Mr. Handford was English-Content Editor for theChinaweb.com site operated by China Web Ltd in Beijing, China. From March 1999to June 2000, Mr. Handford was president of Tiberon Resources Ltd., a companywhich was subsequently listed for trading on the Bulletin Board.  

 FromSeptember 1998 to March 1999, Mr. Handford was a trader with LevesqueSecurities Ltd. in Vancouver, British Columbia. From June 1994 to July 1997,Mr. Handford was office manager of Network Gaming International Ltd., a BritishColumbia corporation located in Vancouver, British Columbia which developed anddeployed software linking networks for casinos offering online bingo. At othertimes, between specific jobs, Mr. Handford was a private investor. Mr. Handfordis currently not employed as a full-time employee with any other entity. Mr.Handford has no technical training in the field of mineral explorations. 

 TarasChebountchak has been our Secretary, Treasurer, Chief Financial Officer, and amember of the board of directors since inception. Since inception, Mr.Chebountchak has devoted approximately 5% of his time to our operations andintends to devote 10% of his time to our operations in the future.  

 TarasChebountchak has been president, chief executive officer, treasurer, and amember of FC Financial Services Inc. since its  inception on November 19,2003. FC Financial Services Inc. has no business yet and is filing aregistration statement for an SB2 offering with the Securities and ExchangeCommission. Since May 1998, Mr. Chebountchak has been president and a directorof First Class Financial Services Inc. located in Concord, Ontario. First ClassFinancial Services is engaged in the business of processing prospective carbuyers' loan applications and placing them with financial institutions. FromDecember 1996 to February 1998, Mr. Chebountchak was affiliated with A&TSecure Financing. A&T is a finance company located in Toronto, Ontario,Canada. Mr. Chebountchak was responsible for public relations with clients,banks, financial institutions and leasing companies. 

 SinceJune 2000, Mr. Chebountchak has been Secretary, Treasurer and a director ofRaglan Mines Limited a Nevada corporation engaged in exploration with itsprincipal offices located in Vancouver, BritishColumbia.     

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

   

**Involvement in Certain Legal Proceedings**

 To ourknowledge, during the past five years, our officers and directors: have notfiled a petition under the federal bankruptcy laws or any state insolvency law,nor had a receiver, fiscal agent or similar officer appointed by a court forthe business or present of such a person, or any partnership in which he was ageneral partner at or within two years before the time of such filing, or anycorporation or business association of which he was an executive officer withintwo years before the time of such filing; were not convicted in a criminalproceeding or named subject of a pending criminal proceeding (excluding trafficviolations and other minor offenses); were not the subject of any order,judgment or decree, not subsequently reversed, suspended or vacated, of anycourt of competent jurisdiction, permanently or temporarily enjoining him fromor otherwise limiting the following activities: (i) acting as a futurescommission merchant, introducing broker, commodity trading advisor, commoditypool operator, floor broker, leverage transaction merchant, associated personof any of the foregoing, or as an investment advisor, underwriter, broker ordealer in securities, or as an affiliated person, director of any investmentcompany, or engaging in or continuing any conduct or practice in connectionwith such activity; (ii) engaging in any type of business practice; (iii)engaging in any activity in connection with the purchase or sale of anysecurity or commodity or in connection with any violation of federal or statesecurities laws or federal commodity laws; were not the subject of any order,judgment or decree, not subsequently reversed, suspended or vacated, of anyfederal or state authority barring, suspending or otherwise limiting for morethan 60 days the right of such person to engage in any activity described aboveunder this Item, or to be associated with persons engaged in any such activity;were not found by a court of competent jurisdiction in a civil action or by theSecurities and Exchange Commission to have violated any federal or statesecurities law and the judgment in subsequently reversed, suspended or vacate;and were not found by a court of competent jurisdiction in a civil action or bythe Commodity Futures Trading Commission to have violated any federalcommodities law, and the judgment in such civil action or finding by theCommodity Futures Trading Commission has not been subsequently reversed,suspended or vacated. 

**Compliance with Section 16 (a) of the Exchange Act**

 We arenot subject to Section 16(a) of the Securities Exchange Act of 1934.

  

   

**Audit Committee and Charter**

 We havean audit committee and audit committee charter. Our audit committee iscomprised of all of our officers and directors. None of directors are deemedindependent. All directors also hold positions as our officers. A copy of ouraudit committee charter is filed as an exhibit to this report. Our auditcommittee is responsible for: (1) selection and oversight of our independentaccountant; (2) establishing procedures for the receipt, retention andtreatment of complaints regarding accounting, internal controls and auditingmatters; (3) establishing procedures for the confidential, anonymous submissionby our employees of concerns regarding accounting and auditing matters; (4)engaging outside advisors; and, (5) funding for the outside auditory and any outsideadvisors engagement by the audit committee. A copy of our audit committeecharter is filed as an exhibit to this report. 

**Audit Committee Financial Expert**

 We haveno financial expert. We believe the cost related to retaining a financialexpert at this time is prohibitive. Further, because of our start-upoperations, we believe the services of a financial expert are not warranted.

**Code of Ethics**

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

**Disclosure Committee and Charter**

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

** **

**ITEM 10.   EXECUTIVE COMPENSATION.**

 Thefollowing table sets forth information with respect to compensation paid by usto the chief executive officer and the other highest paid executive officersduring the three most recent fiscal years.

  

  

  

**Summary Compensation Table**

 

**Long-Term  Compensation**

 

**Annual  Compensation**

**Awards**

**Payouts**

 

**(a)**

**(b)**

**(c)**

**(d)**

**(e)**

**(f)**

**(g)**

**(h)**

**(i)**

**Names Executive  Officer and Principal Position**

**Year  Ended**

**Salary  (US$)**

**Bonus  (US$)**

**Other  Annual  Compen-  sation  (US$)**

**Under  Options/  SARs  Granted  (#)**

**Securities  Restricted  Shares or  Restricted  Share  Units (US$)**

**LTIP  Payouts  (US$)**

**Other  Annual  Compen-  sation  (US$)**

 

Reg  Handford  President

 

2004  2003  2002

 

0  0  0

 

0  0  0

 

0  0  0

 

0  0  0

 

0  0  0

 

0  0  0

 

0  0  0

 

 

 

 

 

 

 

 

 

Taras  Chebountchak  Treasurer

2004  2003  2002

0  0  0

0  0  0

0  0  0

0  0  0

0  0  0

0  0  0

0  0  0

 

 

 

 

 

 

 

 

 

Reid  Anderson  (former president - resigned -02-02)

2004  2003  2002

0  0  0

0  0  0

0  0  0

0  0  0

0  0  0

0  0  0

0  0  0

 We paidno salaries in 2003, none in 2004, and we do not anticipate paying any salariesat any time in 2005. We will not begin paying salaries until we have adequatefunds to do so. Although Mr. Handford was not paid a salary (in the sense of aregular or periodic payment on a weekly or monthly basis) he received $7,500during fiscal 2004  for a total of 300 hours of work including management,filing, bookkeeping for the Company paid at the rate of $25 per hour. 

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

 There areno stock option, retirement, pension, or profit sharing plans for the benefitof our officers and directors.

**Option/SAR Grants**

 Noindividual grants of stock options, whether or not in tandem with stockappreciation rights ("SARs") and freestanding SARs have been made toany executive officer or any director since our inception, accordingly, nostock options have been exercised by any of the officers or directors in fiscal2004.

**Long-Term Incentive Plan Awards**

 We do nothave any long-term incentive plans that provide compensation intended to serveas incentive for performance to occur over a period longer than one fiscalyear, whether such performance is measured by reference to our financialperformance, our stock price, or any other measure.

**Compensation of Directors**

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

  

  

   

**Indemnification**

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

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

** **

**ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIALOWNERS AND MANAGEMENT.**

**Security Ownership of Certain Beneficial Owners**

 Thefollowing table sets forth, as of October 29, 2004, the beneficialshareholdings of persons or entities holding five percent or more of our commonstock, each director individually, each named executive officer and all of ourdirectors and officers as a group. Each person has sole voting and investmentpower with respect to the shares of common stock shown, and all ownership is ofrecord and beneficial.

**Name and Address   Beneficial Ownership [1]**

  

**Number  of   Shares**

**Percentage  of  Ownership **

 Reg  Handford  7999 Woodhurst Drive  Burnaby, British Columbia, Canada

  

  

2,500,000

  

35.71% 

  

  

  

  

 Taras  Chebountchak  11 Townsgate Drive #19406  Thornhill, Ontario, Canada 

  

  

2,500,000 

 

35.71%

  

  

  

  

 All  Officers and Directors   as a Group (2 persons)

  

5,000,000

71.42%

 [1]   The persons named above may be deemed to bea "parent" and "promoter" of our company, within the meaningof such terms under the Securities Act of 1933, as amended, by virtue ofhis/its direct and indirect stock holdings. Messrs. Handford and Chebountchakare the only "promoters" of our company.

 [2]   Reid Anderson, our former president anddirector, transferred all of his right, title and interest in 2,500,000 sharesof common stock that he owned to Reg Handford in February 2002. 

  

  

**Changes in Control**

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

** **

**ITEM 12.   CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS**. 

 In June2000, we issued a total of 2,500,000 shares of restricted common stock to ReidAnderson, our former president and a member of the board of directors and2,500,000 shares of restricted common stock to Taras Chebountchak, a currentofficer and director of our company. This was accounted for as a compensationexpense of $273,048 and advances and reimbursement expenses of $1,952. OnFebruary 8, 2002, Mr. Anderson transferred his shares to Reg Handford, ourpresident and a member of the board of directors. 

 Mr.Anderson also caused our property, comprised of eight claims, to be staked at acost of $1,282.00. The claims were staked by James Thom for the $1,282.00. Theterms of the transaction with Mr. Thom were at arm's length and Mr. Thom wasnot an affiliate. 

** **

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

**Reports on Form 8-K**

 On May28, 2004 the Company filed a current report announcing the replacement of itsprincipal auditor Chavez and Koch (Las Vegas, Nevanda) with Malone and Baileyof Houston, Texas. 

**Exhibits**

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

  

  

  

**Exhibit No.**

**Document Description**

 3.1

 Articles  of Incorporation. 

 3.2

 Bylaws.  

 4.1

 Specimen  Stock Certificate (none exist).

 10.1

 Sun #1  Mining Claim. 

 10.2

 Sun #2  Mining Claim. 

 10.3

 Sun #3  Mining Claim. 

 10.4

 Sun #4  Mining Claim

 10.5

 Sun #5  Mining Claim

 10.6

 Sun #6  Mining Claim

 10.7

 Sun #7  Mining Claim

 10.8

 Sun #8  Mining Claim. 

 10.9

 Bill of  Sale.

 10.10

 Trustee  Statement

 10.11

 Assignment  from Reid Anderson to Reg Handford

 10.12

 Assignment  from Reg Handford to Ardent Mines

 99.1

 Subscription  Agreement.

 Thefollowing exhibits are filed with this report:

 31.1 

 Certification  of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),  promulgated under the Securities and Exchange Act of 1934, as amended.

 31.2 

 Certification  of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a),  promulgated under the Securities and Exchange Act of 1934, as amended.

 32.1 

 Certification  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002 (Chief Executive Officer).

 32.2 

 Certification  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002 (Chief Financial Officer).

 

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

** **

14.1

 Code of  Ethics

99.1

 Audit  Committee Charter

99.2

 Disclosure  Committee Charter

** **

**ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES**

**(1)   Audit Fees**

 Theaggregate fees billed for each of the last two fiscal years for professionalservices rendered by the principal accountant for our audit of annual financialstatements and review of financial statements included in our Form 10-QSBs orservices that are normally provided by the accountant in connection withstatutory and regulatory filings or engagements for those fiscal yearswas: ** **

 Malone and Bailey    2004 - $700    2003 - $0

 Chavez and Koch    2004 - $Nil    2003 - $3,500

 Feesoutstanding of $8,395 were paid to Williams and Webster, but these fees are forwork that predated the last two fiscal years. 

  

   

**(2)   Audit-Related Fees**

 Theaggregate fees billed in each of the last two fiscal years for assurance andrelated services by the principal accountants that are reasonably related tothe performance of the audit or review of our financial statements and are notreported in the preceding paragraph:

 2004 - $Nil.2003 - $Nil

**(3)   Tax Fees**

 Theaggregate fees billed in each of the last two fiscal years for professionalservices rendered by the principal accountant for tax compliance, tax advice,and tax planning was:

 2004 - $Nil2003 - $Nil

**(4)   All Other Fees**

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

 2004 - $Nil2003 - $Nil

  

   

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

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

  

  

**SIGNATURES**

 Pursuantto the requirements of Section 13 or 15(d) of the Securities and Exchange Actof 1934, the Registrant has duly caused this report to be signed on its behalfby the undersigned, thereunto duly authorized, on thisNinth day of November, 2004

  

**ARDENT MINES LIMITED**(Registrant)

 

  

 BY:

 /s/ Reg  Handford  Reg Handford, President and Principal Executive Officer

 Pursuantto the requirements of the Securities Exchange Act of 1934, this report hasbeen signed below by the following person on behalf of the Registrant and inthe capacities.

**Signatures**

**Title**

**Date**

 /s/ Reg  Handford  Reg Handford

 President,  Principal Executive Officer and member of the Board of Directors

 November  9, 2004

  

  

  

 /s/  Taras Chebountchak  Taras Chebountchak

 Secretary,  Treasurer, Principal Financial Officer and a member of the Board of Directors

 November  9, 2004