UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 20-F/A

AMENDMENT NO. 2



[   ]

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: September 30, 2004

OR

[   ]

TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____



Commission File Number 0-26414



GLOBETECH VENTURES CORP.

(Exact Name of Registrant as specified in its charter)



Province of British Columbia, Canada

(Jurisdiction of incorporation or organization)



Suite 804 - 750 West Pender Street, British Columbia V6C 2T8

(Address of principal executive offices)



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

None

(Title of Class)



Securities registered or to be registered pursuant to

Section 12 (g) of the Act:



Common Shares, no par value

(Title of Class)



Securities for which there is a reporting obligation pursuant to

Section 15(d) of the Act:

None

(Title of Class)



Indicate the number of outstanding shares of each of the Companys classes of capital or common stock as of the close of the period covered by this registration statement:

14,241,939 Common Shares as at December 31, 2004









Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

X



No





Indicate by check mark which financial statement ITEM the Company has elected to follow.



ITEM 17



ITEM 18 __X





TABLE OF CONTENTS



FORWARD-LOOKING STATEMENTS

PART I

ITEM 5

Operating and Financial Review and Prospects

Results of Operations

PART II

ITEM 15

Controls and Procedures

ITEM 18

Financial Statements

ITEM 19

Exhibits



















Notes to this amendment #2



Globetech Ventures Corp. is filing this Amendment No. 2 on Form 20-F/A to their Annual Report on Form 20-F for the fiscal year ended September 30, 2004, which was originally filed with the Securities and Exchange Commission on April 21, 2005 and amended on October 28, 2005. The amendment #2 has incorporated the following items:



·

Notes to this Amendment #2. In the previous amendment (#1) no notes were included to show the revisions made to the original Form 20-F.

·

Item 19 showing a listing of the exhibits included in Amendment #1.

·

An amended audit report to indicate the extent of the audit by MacKay was inclusive of the years ended September 30, 2002 to 2004 for the consolidated statements of operations, shareholders equity (deficiency) and cash flows.

·

Amend the heading in the financial statement in the statement of Consolidated Statement of Shareholders' Equity (Deficiency) to read Deficit accumulated during the exploration stage  unaudited

·

Amend the financial statements to refer to an exploration stage company and not a development stage company



The Annual Report, as amended by this amendment, continues to speak as of the date of its original filing, and the Company has not updated the disclosure as of a later date.





FORWARD-LOOKING STATEMENTS



All statements, other than statements of historical fact included in this Form 20-F, are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934 (the Exchange Act).  Such forward-looking statements involve assumptions, known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of Globetech Ventures Corp. (the Company) to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements contained in this Form 20-F.  Such potential risks and uncertainties include, without limitation, the Company being in the exploration and development stages with its properties and projects, having limited financial resources, dealing in an industry with fluctuating demand and pricing, having to work with substantial governmental regulations, working in an industry involving hazardous operations, and other risk factors detailed herein.  The forward-looking statements are made as of the date of this Form 20-F and the Company assumes no obligation to update the forward-looking statements or to update the reasons actual results could differ from those projected in such forward-looking statements.  Therefore, readers are cautioned not to place undue reliance on these forward-looking statements.



The Companys consolidated financial statements and all other references to currency throughout this Form 20-F are stated in Canadian Dollars (Cdn) unless specifically indicated otherwise and are prepared in accordance with Canadian generally accepted accounting principals (Canadian GAAP), the application of which, in the case of the Company, conforms in all material respects for the periods presented with U.S. GAAP, except as noted in the notes to the consolidated financial statements.





1





PART I



ITEM 5



Operating and Financial Review and Prospects



The Company has prepared Consolidated Financial Statements in accordance with Canadian generally accepted accounting principles, which differ in certain respects from U.S. GAAP.  You can read about some of the principal differences in Note 12 to the Consolidated Financial Statements, where you will find a reconciliation of our Consolidated Financial Statements and U.S. GAAP.



Results of Operations



Year Ended September 30, 2004



For the year ended September 30, 2004 the net loss was $7,302,024 for the year as compared to $47,171 for the previous year. The two largest items account for 94% of the total expense. These items are Stock-based compensation for $2,429,100 and Write-down of mineral properties for $4,425,208. Stockbased compensation is the calculation of the fair value of stock options granted during the 2004 fiscal year using a Black-Scholes option-pricing model. This is a non-cash expense and a calculation made under accounting principles to indicate the value of stock options granted as compared to the market price and the trading price of the stock in the past. The write-down is the cost of the Amapa property in Brazil that was written off.



With the work connected to the Amapa property in Brazil and the search for a new mineral property, resulting in the Gladys Lake property in British Columbia, there was a general increase in activity in 2004 and a resulting increase in expense. Accounting and legal increased $77,752 over the previous year as a result of legal costs. Consulting fees increased $154,416 largely from efforts to raise equity funds. Travel costs also increased largely due to efforts to raise equity funds and meet with investors. The Company also increased its promotional efforts in 2004 where public relations expense increase from $16,844 to $86,204. The only significant decrease was the reduction of interest expense, as a result of reduced debt.



Year Ended September 30, 2003



For the year ended September 30, 2003, the net loss was $47,171 as compared to a net loss of $319,713 in the previous year ended September 30, 2002.



Administrative expenses for the 2003 fiscal year were $204,752 compared to $279,864 for the comparative period last year.  See the Consolidated Schedule of Operating Expenses incorporated in the Consolidated Financial Statements for a breakdown of administrative expenses.  The decrease in total administrative expenses reflect a decrease in operating activity within the Company.



The Companys highest expenditure item was loan interest that was paid to Cachet Enterprises Corp. and Bushman Resources Inc., companies of which Dilbagh Gujral was a common director and to Dilbagh Gujral and Ricky Gujral, and J. Gujral, relatives of Dilbagh Gujral.  Loan interest for the year ended September 30, 2003 was $61,221 compared to $35,921 for the year ended September 30, 2002.  The increase was a result of compounding interest.  All loans payable are due on demand and payable with interest at 10% per annum, other than the loans payable to Bushman Resources Inc. and Cachet Enterprises Corp., which are payable with interest at prime plus 3% per annum.



For the year ended September 30, 2003, salaries and benefits were $19,213 compared to $17,373 for the previous year ended September 30, 2002.





2





Year Ended September 30, 2002



For the year ended September 30, 2002, the net loss was $319,713 as compared to a net loss of $1,822,692 in the previous year ended September 30, 2001.



Administrative expenses for the 2002 fiscal year were $279,864 compared to $566,117 from the comparative period last year.  Administrative expenses are inclusive of accounting and legal of $20,488 (2001: $56,840); consulting fees of $38,151 (2001: $73,644); public relations consulting of $57,918 (2001: $154,780); salaries and wages of $17,373 (2001: 15,464); interest and bank charges of $35,921 (2001: $32,813).  The decrease in total administrative expenses reflects a decrease in operating activity within the Company.



Liquidity and Capital Resources



At September 30, 2004 the Company had cash of $304,387 and a working capital deficiency of $168,024. This is a significant improvement over the previous year where at September 30, 2003, the Company had $8,720 in cash with a working deficiency of $938,464.



On April 1, 2004, the Company completed a private placement of 300,000 units at a price of US$0.70 per unit with each unit consisting of one common share and one non-transferable share purchase warrant.  Each warrant will permit the holder to purchase one common share of the Company at a price of US$0.80 per share at any time until June 30, 2005, at US$0.90 per share at any time until June 30, 2006, and at US$1.00 per share at any time until June 30, 2007.



On April 23, 2004, the Company completed a private placement of 300,000 units at a price of US$0.70 per unit with each unit consisting of one common share and one non-transferable share purchase warrant.  Each warrant will permit the holder to purchase one common share of the Company at a price of US$0.80 per share at any time until April 23, 2005, at US$0.90 per share at any time until April 23, 2006, and at US$1.00 per share at any time until April 23, 2007.



On June 22, 2004, the Company completed a private placement of 500,000 units at a price of US$0.50 per unit with each unit consisting of one common share and one non-transferable share purchase warrant.  Each warrant will permit the holder to purchase one common share of the Company at a price of US$0.50 per share at any time until June 30, 2005, at US$0.60 per share at any time until June 30, 2006.



On August 4, 2004, the Company completed a private placement of 697,674 units at a price of US$0.30 per unit with each unit consisting of one common share and one non-transferable share purchase warrant.  Each warrant will permit the holder to purchase one common share of the Company at a price of US$0.375 per share at any time until July 28, 2005, at US$0.475 per share at any time until March 28, 2006. This private placement dated August 4, 2004 contained a price reset clause whereby 697,674 shares were issued prior to September 30, 2004 and an additional 302,326 were issued on November 3, 2004 making a total issued of 1,000,000 shares and an equal number of warrants.



The Company will need to continue with additional private placements in order to do exploration work on the Gladys Lake property. No assurance can be given that the Company will be able to raise sufficient funds.  In addition, the Company will be required to raise additional funds for working capital.



Since the Company does not have any cash flow from operations, all funds are raised from the issuance of equity shares of the Company. There is no established market for the shares of the Company and it is impossible to state with any certainty that the Company can raise additional funds at any particular time. In addition, the Companys mineral property has no known economic ore body and it is impossible to determine how much has to be spent on exploration to determine if any economic ore body does exist.









3











Accordingly there is a substantial doubt as to whether the Company can continue to raise money to carry on operations and there is substantial doubt as to whether the Company can find an economic ore body.

The auditors have indicated that there is substantial doubt about the ability that the Company can continue as a going concern and that the values used in the financial statements are based on the assumption of the Company continues as a going concern, and not that of a forced liquidation.

Another factor of importance is that the additional issuance of shares to raise funds causes dilution in the stock, meaning that existing shareholders holdings in the Company become smaller. It is managements objective to raise as little money as possible at the highest possible prices to minimize dilution. With the uncertainty of the marketplace, the cost of running a public company and the cost of exploration, there is substantial uncertainty and substantial risk as to the outcome of the Companys objectives.



Research and Development



There are no research and development tasks currently being undertaken.



Legal Proceedings



The Company had contracted the legal firm of Bartel Eng to prepare the Amapa property agreement, prepare some US filings, and advise on a private placement. The Company is not satisfied with the cost of the work performed and is in dispute with Bartel Eng. Bartel Eng collected the sum of  $34,615 from the Company which has been paid in the provincial court in British Columbia pending either settlement or a judges decision. At this time the Company will try to settle with Bartel Eng or if necessary will take the matter to a court in British Columbia.



Tabular Disclosure of Contractual Obligations



The following table details loans payable as at December 31, 2004.:



|                                                                                 |                     
|-------------------------------------------------------------------------------- | --------------------
|Loan payable to Bushman Resources Inc., due on demand, interest at prime plus 3% | $            231,101





PART II



ITEM 15



Controls and Procedures



Globetech has performed an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as at September 30, 2004. Disclosure controls and procedures are designed to ensure that the material financial and non-financial information required to be disclosed in this Form 20-F is accumulated and communicated to its management including the chief executive officer and the principal accounting and financial officer. The disclosure controls and procedures also ensures that the Form 20-F that it files is recorded, processed, summarized and reported within the time periods specified in the Commissions rules and forms. The evaluation was performed under the supervision of the chief executive officer and the chief financial officer.





4







In designing and evaluating the Companys disclosure controls and procedures, the Companys management, including the chief executive officer and chief financial officer, recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Companys management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.



The Companys management, with the participation of the chief executive officer and chief financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-14(c) as of the end of the period covered by this Form 20-F. Based on that evaluation, the chief executive officer and chief financial officer have concluded that these disclosure controls and procedures are effective at the reasonable assurance level.



There have not been changes in the Companys internal control over financial reporting that occurred during the period covered by this Form 20-F that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.





ITEM 18



Financial Statements



See our consolidated financial statements beginning on page F-1.





ITEM 19



Exhibits



Memorandum and Articles of Association



Option agreement on the Gladys Lake Property













5











Globetech Ventures Corp.

(An exploration stage company)



Consolidated Financial Statements





September 30, 2004





in Canadian dollars











[form20f2004amended2002.gif]







Auditors' Report





To the Shareholders of

Globetech Ventures Corp.





We have audited the consolidated balance sheets of Globetech Ventures Corp. as at September 30, 2004 and 2003 and the consolidated statements of operations, shareholders equity (deficiency) and cash flows for each of the years in the three year period ended September 30, 2004. These financial statements are the responsibility of the company's management.  Our responsibility is to express an opinion on these financial statements based on our audit.



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



In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the company as at September 30, 2004 and 2003 and the results of its operations and its cash flows for each of the years in the three year period ended September 30, 2004 in accordance with Canadian generally accepted accounting principles.







Vancouver, Canada

MacKay LLP

February 3, 2005

Chartered Accountants





Comments by Auditors for U.S. Readers on Canada  United States Reporting Differences



In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Companys ability to continue as a going concern, such as those described in Note 1 to the consolidated financial statements.  Our report to the shareholders is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditors report when they are adequately disclosed in the financial statements.  Canadian generally accepted accounting principles vary in certain significant respects from accounting principles generally accepted in the United States. Application of accounting principles generally accepted in the United States would have affected results of operations for each of the years in the three year period ended September 30, 2004 and shareholders equity as at September 30, 2004, 2003, and 2002 to the extent summarized in note 12 to the consolidated financial statements.





Vancouver, Canada

MacKay LLP

February 3, 2005

Chartered Accountants









Globetech Ventures Corp.

(An exploration stage company)

Consolidated Balance Sheets

(in Canadian dollars)



|                                                   |                   |                     
|-------------------------------------------------- | ----------------- | --------------------
|September 30,                                      | 2004              | 2003                
|                                                   |                   |                     
|ASSETS                                             |                   |                     
|                                                   |                   |                     
|Current Assets                                     |                   |                     
|Cash and cash equivalents                          | $         304,387 | $              8,720
|Accounts receivable                                | 2,275             | 6,179               
|                                                   | 306,662           | 14,899              
|                                                   |                   |                     
|Equipment (note 4)                                 | 2,936             | 4,122               
|                                                   |                   |                     
|                                                   | $         309,598 | $            19,021 
|                                                   |                   |                     
|LIABILITIES                                        |                   |                     
|                                                   |                   |                     
|Current Liabilities                                |                   |                     
|Accounts payable and accrued liabilities           | $        206,838  | $          191,475  
|Due to related parties (note 5(c))                 | -                 | 180,733             
|Loans from related parties (note 5(a))             | 267,848           | 585,277             
|                                                   | 474,686           | 957,485             
|                                                   |                   |                     
|SHAREHOLDERS EQUITY (DEFICIENCY)                  |                   |                     
|                                                   |                   |                     
|Capital stock                                      |                   |                     
|Authorized                                         |                   |                     
|20,000,000 common shares of no par value           |                   |                     
|Issued 13,939,613 common shares (2003  9,489,939) | 33,519,983        | 27,873,683          
|Contributed surplus (note 7)                       | 2,429,100         | -                   
|Deficit accumulated during the development stage   | (36,114,171)      | (28,812,147)        
|                                                   | (165,088)         | (938,464)           
|                                                   |                   |                     
|                                                   | $        309,598  | $            19,021 



Nature of operations and going concern (note 1)

Contingencies (note 11)





Casey Forward_____________

Dr. K. Sachdeva___________

Director

Director







The accompanying notes form an integral part of these consolidated financial statements





Globetech Ventures Corp.

(An exploration stage company)

Consolidated Statements of Operations and Deficit

(in Canadian dollars)



| |                                                                                |                                                             |                      |                        |                       |  | 
| | ------------------------------------------------------------------------------ | ----------------------------------------------------------- | -------------------- | ---------------------- | --------------------- |  | 
| | For the year ended September 30                                               
| |                                                                                | Period from December 1991 to September 30, 2004 - unaudited | 2004                 | 2003                   | 2002                 
| |                                                                                |                                                             |                      |                        |                      
| | Revenues                                                                       | $           846,207                                         | $                  - | $                    - | $                   -
| | Cost of revenues                                                               | 1,362,702                                                   | -                    | -                      | -                    
| |                                                                                |                                                             |                      |                        |                      
| | Gross profit (loss)                                                            | (516,495)                                                   | -                    | -                      | -                    
| |                                                                                |                                                             |                      |                        |                      
| | Expenses                                                                       |                                                             |                      |                        |                      
| | Accounting and legal                                                           | 1,053,996                                                   | 108,992              | 31,240                 | 20,488               
| | Amortization                                                                   | 608,963                                                     | 1,186                | 1,677                  | 2,373                
| | Consulting fees                                                                | 730,965                                                     | 163,148              | 8,732                  | 38,151               
| | Directors fees                                                                 | 97,149                                                      | -                    | -                      | -                    
| | Interest and bank charges                                                      | 618,881                                                     | 45,361               | 61,221                 | 35,921               
| | Interest on long term debt                                                     | 164,704                                                     | -                    | -                      | -                    
| | Management fees                                                                | 396,117                                                     | 41,117               | 30,000                 | 30,000               
| | Office and miscellaneous                                                       | 961,605                                                     | 9,295                | 17,439                 | 49,091               
| | Public relations                                                               | 698,578                                                     | 86,204               | 16,844                 | 57,918               
| | Regulatory and transfer agent fees                                             | 152,826                                                     | 10,962               | 4,455                  | 5,199                
| | Repairs and maintenance                                                        | 497,118                                                     | -                    | -                      | -                    
| | Salaries and wages                                                             | 1,483,601                                                   | -                    | 19,213                 | 17,373               
| | Telephone                                                                      | 312,833                                                     | 7,245                | 5,583                  | 6,524                
| | Travel and promotion                                                           | 1,571,035                                                   | 70,092               | 8,348                  | 16,826               
| | Stock-based compensation (note 7(b))                                           | 2,429,100                                                   | 2,429,100            | -                      | -                    
| |                                                                                | 11,777,471                                                  | 2,972,702            | 204,752                | 279,864              
| | Income (loss) before other items                                               | (12,293,966)                                                | (2,972,702)          | (204,752)              | (279,864)            
| |                                                                                |                                                             |                      |                        |                      
| | Other items                                                                    |                                                             |                      |                        |                      
| | Equity loss from investment                                                    | (102,449)                                                   | -                    | -                      | -                    
| | Foreign exchange gain (loss)                                                   | (193,483)                                                   | (16,424)             | 17,874                 | (204)                
| | Gain on settlement or write-down of debt                                       | 237,100                                                     | 112,214              | -                      | -                    
| | Impairment of notes receivable                                                 | (1,367,945)                                                 | -                    | -                      | (77,555)             
| | Interest income                                                                | 339,772                                                     | 96                   | 68                     | 159                  
| | Miscellaneous income                                                           | 114,695                                                     | -                    | 8,317                  | -                    
| | Write-down of investment                                                       | (89,626)                                                    | -                    | -                      | -                    
| | Write-down of mineral properties                                               | (4,857,651)                                                 | (4,425,208)          | -                      | -                    
| | Recovery (write-off) of subsidiaries                                           | (18,968,185)                                                | -                    | 131,322                | 37,751               
| |                                                                                | (24,887,772)                                                | (4,329,322)          | 157,581                | (39,849)             
| | Income (loss) from operations before income taxes and non-controlling interest | (37,181,738)                                                | (7,302,024)          | (47,171)               | (319,713)            
| | Non-controlling interest                                                       | 1,067,567                                                   | -                    | -                      | -                    
| |                                                                                |                                                             |                      |                        |                      
| | Net income (loss) for the period                                               | (36,114,171)                                                | (7,302,024)          | (47,171)               | (319,713)            
| |                                                                                |                                                             |                      |                        |                      
| | Retained earnings (deficit), beginning of year                                 | -                                                           | (28,812,147)         | (28,764,976)           | (28,445,263)         
| |                                                                                |                                                             |                      |                        |                      
| | Retained earnings (deficit), end of year                                       | $    (36,114,171)                                           | $ (36,114,171)       | $ (28,812,147)         | $ (28,764,976)       
| |                                                                                |                                                             |                      |                        |                      
| | Earnings per share                                                             |                                                             | $            (0.60)  | $              0.00    | $            (0.03)  
| |                                                                                |                                                             |                      |                        |                      
| | Weighted average number of shares  Basic and diluted                          |                                                             | 12,246,150           | 9,489,939              | 9,489,939            





The accompanying notes form an integral part of these financial statements











Globetech Ventures Corp.

(An exploration stage company)

Consolidated Statement of Shareholders Equity (Deficiency)

(in Canadian dollars)



|                                                        |                  |                                     |                                     |                                                              |                    
|------------------------------------------------------- | ---------------- | ----------------------------------- | ----------------------------------- | ------------------------------------------------------------ | -------------------
|                                                        | Number of
shares | Common
shares issued
and fully paid | Equity portion
of convertible
notes | Deficit
accumulated
during the
exploration
stage 
unaudited | Total              
|                                                        |                  |                                     |                                     |                                                              |                    
|Balance December, 1991                                  | -                | $                    -              | $                     -             | $                    -                                       | $                 -
|                                                        |                  |                                     |                                     |                                                              |                    
|Issuance of shares for cash                             |                  |                                     |                                     |                                                              |                    
|Private placements                                      | 1,280,001        | 159,500                             | -                                   | -                                                            | 159,500            
|Loss for the period                                     | -                | -                                   | -                                   | (32,080)                                                     | (32,080)           
|Balance September 30, 1992                              | 1,280,001        | 159,500                             | -                                   | (32,080)                                                     | 127,420            
|                                                        |                  |                                     |                                     |                                                              |                    
|Issuance of shares for cash                             |                  |                                     |                                     |                                                              |                    
|By way of prospectus                                    | 600,000          | 360,000                             | -                                   | -                                                            | 360,000            
|Exercise of options                                     | 112,000          | 67,200                              | -                                   | -                                                            | 67,200             
|Exercise of warrants                                    | 100,000          | 60,000                              | -                                   | -                                                            | 60,000             
|Issuance of shares for property                         | 150,000          | 90,000                              | -                                   | -                                                            | 90,000             
|Share issue costs                                       | -                | (83,205)                            | -                                   | -                                                            | (83,205)           
|Loss for the year                                       | -                | -                                   | -                                   | (105,902)                                                    | (105,902)          
|Balance September 30, 1993                              | 2,242,001        | 653,495                             | -                                   | (137,982)                                                    | 515,513            
|                                                        |                  |                                     |                                     |                                                              |                    
|Issuance of shares for cash                             |                  |                                     |                                     |                                                              |                    
|Private placement                                       | 400,000          | 576,000                             | -                                   | -                                                            | 576,000            
|Share issue costs                                       | -                | (60,622)                            | -                                   | -                                                            | (60,622)           
|Loss for the year                                       | -                | -                                   | -                                   | (403,571)                                                    | (403,571)          
|Balance September 30, 1994                              | 2,642,001        | 1,168,873                           | -                                   | (541,553)                                                    | 627,320            
|                                                        |                  |                                     |                                     |                                                              |                    
|Issuance of shares for cash                             |                  |                                     |                                     |                                                              |                    
|Private placements                                      | 418,000          | 1,121,400                           | -                                   | -                                                            | 1,121,400          
|Exercise of options                                     | 204,000          | 347,440                             | -                                   | -                                                            | 347,400            
|Issuance of shares for finders fees                     | 35,069           | 99,570                              | -                                   | -                                                            | 99,570             
|Share issue costs                                       | -                | (108,570)                           | -                                   | -                                                            | (108,570)          
|Loss for the year                                       | -                | -                                   | -                                   | (343,044)                                                    | (343,044)          
|Balance September 30, 1995                              | 3,299,070        | 2,628,713                           | -                                   | (884,597)                                                    | 1,744,116          
|                                                        |                  |                                     |                                     |                                                              |                    
|Issuance of shares for cash                             |                  |                                     |                                     |                                                              |                    
|Private placements                                      | 1,488,000        | 6,178,000                           | -                                   | -                                                            | 6,178,000          
|Exercise of options                                     | 1,128,584        | 4,161,930                           | -                                   | -                                                            | 4,161,930          
|Issuance of shares for finders fees                     | 75,624           | 197,379                             | -                                   | -                                                            | 197,379            
|Share issue costs                                       | -                | (365,874)                           | -                                   | -                                                            | (365,874)          
|Loss for the year                                       | -                | -                                   | -                                   | (1,533,474)                                                  | (1,533,474)        
|Balance September 30, 1996                              | 5,991,278        | 12,800,148                          | -                                   | (2,418,071)                                                  | 10,382,077         
|                                                        |                  |                                     |                                     |                                                              |                    
|Issuance of shares for cash                             |                  |                                     |                                     |                                                              |                    
|Exercise of options                                     | 243,000          | 639,730                             | -                                   | -                                                            | 639,730            
|Exercise of warrants                                    | 845,447          | 3,696,723                           | -                                   | -                                                            | 3,696,723          
|Issued on conversion of debt                            | 2,464,950        | 4,821,079                           | -                                   | -                                                            | 4,821,079          
|Issuance of common shares for acquisition of subsidiary | 171,282          | 1,124,745                           | -                                   | -                                                            | 1,124,745          
|Issuance of shares for finders fees                     | 65,298           | 457,086                             | -                                   | -                                                            | 457,086            
|Share issue costs                                       | -                | (472,562)                           | -                                   | -                                                            | (472,562)          
|Equity portion of convertible debentures                | -                | -                                   | 169,760                             | -                                                            | 169,760            
|Loss for the period                                     | -                | -                                   | -                                   | (2,822,786)                                                  | (2,822,786)        
|Balance September 30, 1997                              | 9,781,255        | 23,066,949                          | 169,760                             | (5,240,857)                                                  | 17,995,852         
|                                                        |                  |                                     |                                     |                                                              |                    
|Contingent consideration on acquisition of subsidiary   | -                | (1,086,901)                         | -                                   | -                                                            | (1,086,901)        
|Issued on conversion of debt                            | 277,776          | 261,679                             | (59,219)                            | -                                                            | 202,460            
|                                                        | 10,059,031       | 22,241,727                          | 110,541                             | (5,240,857)                                                  | 17,111,411         
|                                                        |                  |                                     |                                     |                                                              |                    
|Capital stock consolidation (7.5:1)                     | (8,717,827)      | -                                   | -                                   | -                                                            | -                  
|Issued on conversion of debt                            | 221,234          | 519,691                             | (110,541)                           | -                                                            | 409,150            
|Issued on settlement of debt                            | 550,000          | 111,152                             | -                                   | -                                                            | 111,152            
|Loss for the year                                       | -                | -                                   | -                                   | (20,236,904)                                                 | (20,236,904)       
|Balance September 30, 1998                              | 2,112,438        | 22,872,570                          | (110,541)                           | (25,477,761)                                                 | (2,605,191)        
|                                                        |                  |                                     |                                     |                                                              |                    
|Issued on settle of debt                                | 1,433,364        | 1,604,029                           | -                                   | -                                                            | 1,604,029          
|Loss for the year                                       | -                | -                                   | -                                   | (706,147)                                                    | (706,147)          
|Balance September 30, 1999                              | 3,545,802        | 24,476,599                          | -                                   | (26,183,908)                                                 | (1,707,309)        
|                                                        |                  |                                     |                                     |                                                              |                    
|Issuance of shares for cash                             |                  |                                     |                                     |                                                              |                    
|Exercise of options                                     | 24,100           | 56,321                              | -                                   | -                                                            | 56,321             
|Exercise of warrants                                    | 227,273          | 370,612                             | -                                   | -                                                            | 370,612            
|Issued on conversion of debt                            | 1,830,073        | 1,078,550                           | -                                   | -                                                            | 1,078,550          
|Issued on settlement of debt                            | 220,748          | 489,660                             | -                                   | -                                                            | 489,660            
|Subscriptions received in advance                       | -                | 369,875                             | -                                   | -                                                            | 369,875            
|Share issue costs                                       | -                | (74,141)                            | -                                   | -                                                            | (74,141)           
|Loss for the year                                       | -                | -                                   | -                                   | (438,663)                                                    | (438,663)          
|Balance, September 30, 2000                             | 5,847,996        | 26,767,476                          | -                                   | (26,622,571)                                                 | 144,905            
|                                                        |                  |                                     |                                     |                                                              |                    
|Issued on private placement                             | 2,000,000        | 456,840                             | -                                   | -                                                            | 456,840            
|Issued for subscriptions received in advance            | 227,273          | 369,875                             | -                                   | -                                                            | 369,875            
|Subscriptions received in advance                       | -                | (369,875)                           | -                                   | -                                                            | (369,875)          
|Issued on acquisition of equity investment (note 4)     | 500,000          | 192,075                             | -                                   | -                                                            | 192,075            
|Issued on settlement of debt                            | 914,670          | 502,784                             | -                                   | -                                                            | 502,784            
|Share issue costs                                       | -                | (45,492)                            | -                                   | -                                                            | (45,492)           
|Loss for the year                                       | -                | -                                   | -                                   | (1,822,692)                                                  | (1,822,692)        
|Balance September 30, 2001                              | 9,489,939        | 27,873,683                          | -                                   | (28,445,263)                                                 | (571,580)          
|                                                        |                  |                                     |                                     |                                                              |                    
|Loss for the period                                     | -                | -                                   | -                                   | (319,713)                                                    | (319,713)          
|Balance September 30, 2002                              | 9,489,939        | 27,873,683                          | -                                   | (28,764,976)                                                 | (891,293)          
|                                                        |                  |                                     |                                     |                                                              |                    
|Loss for the year                                       | -                | -                                   | -                                   | (47,171)                                                     | (47,171)           
|Balance September 30, 2003                              | 9,489,939        | 27,873,683                          | -                                   | (28,812,147)                                                 | (938,464)          
|                                                        |                  |                                     |                                     |                                                              |                    
|Issuance of shares for cash                             |                  |                                     |                                     |                                                              |                    
|Private placements                                      | 1,797,674        | 1,299,990                           | -                                   | -                                                            | 1,299,990          
|Issued on conversion of debt                            | 652,000          | 432,000                             | -                                   | -                                                            | 432,000            
|Acquisition of Brazil Gold Ltda.                        | 2,000,000        | 4,050,000                           | -                                   | -                                                            | 4,050,000          
|Share issue costs                                       | -                | (135,690)                           | -                                   | -                                                            | (135,690)          
|Contributed surplus                                     | -                | -                                   | 2,429,100                           | -                                                            | 2,429,100          
|Loss for the year                                       | -                | -                                   | -                                   | (7,302,024)                                                  | (7,302,024)        
|Balance September 30, 2004                              | 13,939,613       | $   35,519,983                      | $      2,429,100                    | $  (36,114,171)                                              | $   (165,088)      





The accompanying notes form an integral part of these financial statements





Globetech Ventures Corp.

(An exploration stage company)

Consolidated Statements of Cash Flows

(in Canadian dollars)



| |                                                         |                                                             |                  |                    |                    |  | 
| | ------------------------------------------------------- | ----------------------------------------------------------- | ---------------- | ------------------ | ------------------ |  | 
| | For the year ended September 30                        
| |                                                         | Period from December 1991 to September 30, 2004  unaudited | 2004             | 2003               | 2002              
| |                                                         |                                                             |                  |                    |                   
| | Operating Activities                                    |                                                             |                  |                    |                   
| | Net income (loss) for the year                          | $    (36,114,171)                                           | $   (7,302,024)  | $       (47,171)   | $      (319,713)  
| | Items not involving cash                                |                                                             |                  |                    |                   
| | Accrued interest and foreign exchange on converted debt | 410,821                                                     | -                | -                  | -                 
| | Accrued interest on notes receivable                    | (83,213)                                                    | -                | -                  | -                 
| | Amortization                                            | 608,963                                                     | 1,186            | 1,677              | 2,373             
| | Equity loss from investment                             | 102,449                                                     | -                | -                  | -                 
| | Impairment of notes receivable                          | 1,367,945                                                   | -                | -                  | 77,555            
| | Non-controlling interest                                | (1,067,567)                                                 | -                | -                  | -                 
| | Share issued on settlement of subsidiary debt           | 267,370                                                     | -                | -                  | -                 
| | Write-down of investment                                | 89,626                                                      | -                | -                  | -                 
| | Write-down of mineral properties                        | 4,857,651                                                   | 4,425,208        | -                  | -                 
| | Write-down of subsidiaries, net of cash                 | 18,738,788                                                  | -                | -                  | -                 
| | Write-down of debt                                      | (112,214)                                                   | (112,214)        | -                  | -                 
| | Stock-based compensation                                | 2,429,100                                                   | 2,429,100        | -                  | -                 
| | Change in non-cash working capital                      |                                                             |                  |                    |                   
| | Accounts receivable                                     | (187,080)                                                   | 3,904            | 17,678             | (22,877)          
| | Inventory                                               | (299,208)                                                   | -                | -                  | -                 
| | Prepaid expenses and advances                           | -                                                           | -                | 3,054              | (3,054)           
| | Accounts payable and accrued liabilities                | 2,874,876                                                   | 127,577          | 24,514             | (26,954)          
| | Deposit                                                 | -                                                           | -                | (36,522)           | 36,522            
| | Net cash provided from operating activities             | (6,115,864)                                                 | (427,263)        | (36,770)           | (256,148)         
| |                                                         |                                                             |                  |                    |                   
| | Financing Activities                                    |                                                             |                  |                    |                   
| | Advances from related parties                           | 1,284,949                                                   | -                | 23,433             | 274,463           
| | Net proceeds on issuance of convertible debentures      | 4,949,465                                                   | -                | -                  | -                 
| | Shares issued for cash                                  | 18,575,405                                                  | 1,164,300        | -                  | -                 
| | Net cash provided from financing activities             | 24,809,819                                                  | 1,164,300        | 23,433             | 274,463           
| |                                                         |                                                             |                  |                    |                   
| | Investing Activities                                    |                                                             |                  |                    |                   
| | Notes receivable advanced                               | (1,284,732)                                                 | -                | -                  | (77,555)          
| | Purchase of subsidiaries, net of cash                   | (1,355,771)                                                 | -                | -                  | -                 
| | Purchase of equipment                                   | (12,367,763)                                                | -                | -                  | -                 
| | Expenditures on mineral properties                      | (2,429,372)                                                 | (375,208)        | -                  | -                 
| | Due from related parties                                | (511,590)                                                   | (66,162)         | 20,186             | (20,186)          
| | Deposit                                                 | (440,340)                                                   | -                | -                  | -                 
| | Net cash used in investing activities                   | (18,389,568)                                                | (441,370)        | 20,186             | (97,741)          
| |                                                         |                                                             |                  |                    |                   
| | Change in cash and cash equivalents                     | 304,387                                                     | 295,667          | 6,849              | (79,426)          
| |                                                         |                                                             |                  |                    |                   
| | Cash and cash equivalents at beginning of year          | -                                                           | 8,720            | 1,871              | 81,297            
| |                                                         |                                                             |                  |                    |                   
| | Cash and cash equivalents at end of year                | $           304,387                                         | $        304,387 | $            8,720 | $            1,871



Supplemental Cash Flow Information (Note 9)







The accompanying notes form an integral part of these financial statements









Globetech Ventures Corp.

Notes to Consolidated Financial Statements

September 30, 2004

(in Canadian dollars)



1.

Nature of Operations and Going Concern



The Company is incorporated under the laws of British Columbia, Canada, and its principal business activities included the acquiring and developing of mineral properties and the processing of related mineral resources.  During the year ended September 30, 1998, the Company determined that it was not feasible to continue its mineral property operations.  The Company is currently pursuing and evaluating potential business ventures in the mineral field.



These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation.  Continued operations of the Company are dependent on the Company's ability to receive continued financial support, complete equity financing, or generate profitable operations in the future.





2.

Significant accounting Policies



The following is a summary of the significant accounting policies used by management in the preparation of these consolidated financial statements in accordance with Canadian generally accepted accounting principles.



a) Basis of Consolidation



These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Sacolco (Pty) Ltd. ("Sacolco"), Glowing Green Minerals Ltd. ("Glowing"), and its 60% owned subsidiary Qasim Mining Enterprises Ltd. ("QMEL"). These consolidated financial statements also include the accounts of the wholly owned subsidiaries of Sacolco, Impro Mentals (Pty) Ltd. and Sachemco (Pty) Ltd.  All significant inter-company balances and transactions have been eliminated.



During the year ended September 30, 1998, the Company determined that it was not feasible to continue the operations of Sacolco, Glowing and QMEL.  Consequently, all net assets and related costs were written-off to operations (Note 10).



b) Notes Receivable



Notes receivable are stated at the principal amount outstanding or at the Company's acquisition cost plus accrued interest.



Interest income is recorded on an accrual basis except on notes receivable classified as impaired.  Notes receivable are classified as impaired when there is no longer reasonable assurance as to the ultimate collectability of contractual principal or interest or when the interest or principal is 90 days past due, unless the note receivable is both well secured and in the process of collection.  Notes receivable that are determined to be impaired are valued at the lower of estimated realizable amount based on the present value of expected future cash flows discounted at the interest rate inherent in the original note receivable or, at the fair value of the security underlying the note receivable less disposition costs.



When a note receivable is classified as impaired, recognition of interest in accordance with the contractual terms of the note receivable ceases.  Income on impaired notes receivable is reported as the change in the net present value of future cash flows.  Notes receivable are restored to an accrual basis when principal and interest payments are current and there is no longer any reasonable doubt as to ultimate collectability.



c)

Financial Instruments



All significant financial assets, financial liabilities and equity instruments of the company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk.  Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.



d)

Investments



The Company accounts for its investments in affiliated companies over which it has significant influence on the equity basis for accounting, whereby the investments are initially recorded at cost, adjusted to recognize the Company's share of earnings or losses of the investee company and reduced by dividends received.  Declines in market value below costs are recognized when such declines are considered to be other that temporary.



e)

Equipment



Equipment is carried at cost less accumulated amortization.  Amortization is being provided for annually using the declining balance method at the following annual rates:



|                 |    
|---------------- | ---
|Office equipment | 20%
|Computer         | 30%





f)

Income (loss) Per Share



Income (loss) per share amounts have been calculated based on the weighted average number of shares outstanding during the year.  The weighted average number of shares outstanding during the year ended September 30, 2004 was 12,246,150 (2003 - 9,489,939; 2002 - 9,489,939).



The Company uses the treasury stock method of calculating fully diluted per share amounts whereby any proceeds from the exercise of stock options or other dilutive instruments are assumed to be used to purchase common shares at the average market price during the period.  The assumed conversion of outstanding common share options has an anti-dilutive effect in the presented years.



g)

Foreign Currency Translation



The monetary assets and liabilities of the Company that are denominated in foreign currencies are translated at the rate of exchange at the balance sheet date.  Revenues and expenses are translated at the exchange rate prevailing at the transaction date.  Exchange gains and losses arising on translation are included in the consolidation statements of operation.



All of the Company's foreign subsidiaries are integrated with the Company and translated using the temporal method.  Under this method, monetary assets and liabilities are translated at the rate of exchange at the balance sheet date.  Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date.  Income and expenses are translated at rates which approximate those in effect on transaction dates.  Gains and losses arising from restatement of foreign currency monetary assets and liabilities at each period end are included in earnings.



h)

Estimates



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



i)

Income Tax



Income taxes are accounted for using the future income tax method.  Under this method income taxes are recognized for the estimated income taxes payable for the current year and future income taxes are recognized for temporary differences between the tax and accounting bases of assets and liabilities and for the benefit of losses available to be carried forward for tax purposes that are likely to be realized.  Future income taxes assets and liabilities are measured using tax rates expected to apply in the years in which the temporary differences are expected to be recovered or settled.



Tax benefits arising from past losses and unused resource pools have not been recorded due to uncertainty regarding their utilization.



j)

Stock Based Compensation



Effective October 1, 2002, the Company adopted, on a prospective basis, the recommendations of the CICA with respect to the recognition, measurement, and disclosure of stock-based compensation and other stock based payments.  Under this policy the Company has elected to value stock-based compensation granted to employees using the intrinsic value method; whereby compensation costs for awards to employees are recognized only when the market price exceeds the exercise price at the date of grant.  Pro-forma disclosure of the impact on net income and earnings per share of the fair value of options granted to employees is required.



Stock-based compensation granted to non-employees is recorded at the fair value as determined using the Black-Scholes option valuation model.



During the current year, the company adopted, on a prospectus basis, the fair value of accounting for all stock based compensation.





3.

Deferred Resource Property Expenditures



On March 8, 2004, the Company entered into a Purchase Agreement ("Agreement") whereby the Company has the option to acquire a 100% undivided interest in approximately 130,000 acres (approximately 53,000 hectares) of mineral claims ("the mineral claims") prospective for gold in Amapa State, Brazil for 2,000,000 common shares of the Company at a deemed value of US$1.50 with 400,000 shares released immediately and 400,000 shares each six months thereafter until all 2,000,000 shares have been released.



Upon completion of a bankable feasibility study, the Company will pay a new smelter return royalty ("NSR") of 1% to a maximum of US$8,000,000.   The vendors may compel the Company to purchase the NSR for US$4,000,000 in cash or by way of the issuance of shares in its capital at a deemed price of US$4.00 per share.



In addition to the purchase price, the Company is to pay the following amounts to the former property owners:



|           |                   |     
|---------- | ----------------- | ----
|US$30,000  | by March 15, 2004 | paid
|US$110,000 | by June 15, 2004  | paid
|US$100,000 | by September 30,  |     
|US$200,000 | by December 31,   |     
|US$390,000 | by March 15, 2005 |     
|US$390,000 | by June 15, 2005  |     
|US$390,000 | by September 30,  |     
|US$390,000 | by December 31,   |     





In the event the Company fails to make the property payments, the vendors will have the right to repurchase the property at a price mutually agreeable by the parties.



Under the terms of the Agreement, the Company is to make a further cash payment within 90 days upon completion of a bankable feasibility study.  The cash payment will be based upon US$1 for every ounce of gold, or carats of diamonds that may be commercially mined, up to a maximum payment of US$2million provided that the bankable feasibility concludes that there is approximately 1 million ounces of gold or 1 million carats of commercial grade diamonds, or a combination of both.



On January 24, 2005 the Company announced that it is no longer interested in pursuing any exploration or development work on the Amapa property in Brazil and the Agreement was terminated.  The company recorded a write down of mineral properties of $4,425,208 during the year.





4.

Equipment



|                   |                   |                          |                      |                   
|------------------ | ----------------- | ------------------------ | -------------------- | ------------------
|                   | 2004              | 2003                    
|                   | Cost              | Accumulated Amortization | Net Book
Value       | Net Book
Value    
|                   |                   |                          |                      |                   
|Office equipment   | $           5,222 | $           4,819        | $                403 | $              505
|Computer equipment | 26,314            | 23,781                   | 2,533                | 3,617             
|                   | $         31,536  | $         28,600         | $             2,936  | $           4,122 





5.

a) Loans from Related Parties



|                                                         |                      |                        |                
|-------------------------------------------------------- | -------------------- | ---------------------- | ---------------
|September 30,                                            | 2004                 | 2003                   | 2002           
|                                                         |                      |                        |                
|Companies with common directors                          |                      |                        |                
|Loan payable bearing interest at prime plus 3% per annum | $                  - | $                    - | $       195,434
|Loan payable bearing interest at 10% per annum           | 231,101              | 214,977                | 17,764         
|President                                                |                      |                        |                
|Loan payable bearing interest at 10% per annum           | 36,747               | 320,470                | 278,216        
|Relative of the President                                |                      |                        |                
|Loan payable bearing interest at 10% per annum           | -                    | 49,830                 | 45,300         
|Loan payable bearing interest at 10% per annum           | -                    | -                      | 13,120         
|                                                         | $       267,848      | $         585,277      | $       549,834





Amounts due to the President of the Company, to companies with common directors and to a relative of the President of the Company are unsecured, and have no fixed terms of repayment; accordingly fair value cannot be reliable determined.



b)

Related Party Transactions



During the year ended September 30, 2004, the Company entered into the following transactions with related parties:



a)

Paid or accrued management fees of $41,117 (2003 - $30,000; 2002 - $30,000) to an officer and former officer of the company.

b)

Paid or accrued consulting fees of $22,348 (2003 - $nil; 2002 - $nil) to officers of the company.

c)

Paid or accrued consulting fees of $nil (2003 - $8,732; 2002 - $38,151) to a relative of a director.

d)

Accrued interest of $43,893 (2003 - $53,207; 2002 - $35,293) on loans payable to a director and companies with common directors.

e)

Issued 652,000 (2003 - Nil; 2002 - Nil) common shares to a director as settlement of debt in the amount of $432,000 (2003 - Nil; 2002 - Nil).

f)

Paid or accrued finders fees of $90,450 to a former officer of the company.



All of the above transactions have been in the normal course of operations and, in management's opinion, undertaken with the same terms and conditions as transactions with unrelated parties.



c)

Due to Related Parties



Amounts due to related parties are unsecured, non-interest bearing and have no fixed terms of repayment; accordingly fair value cannot be reliable determined.





6.

Recoveries of Subsidiaries



By a Lease Agreement dated August 1, 2002, commencing August 15, 2002, the Company granted Broken Hill Minerals Limited ("BHM"), of Zambia, a lease over plant and equipment and premises located in Kabwe, Zambia for a period of 24 months for a rental of US$12,000 per month.  In addition, the Company granted BHM an option to purchase the plant on or before August 1, 2004 for consideration of US$6,500,000.  The plant, premises, and equipment were written off by the Company during the year ended September 30, 1998.



During the year ended September 30, 2002, the Company received US$24,000 (CDN$36,522) as a security deposit.  The deposit, plus interest is repayable at the end of the lease.  The Lease Agreement is in default.  All monies received, including the security deposit, have been included in income as a recovery from subsidiary assets previously written-off.





7.

Share Capital



a)

Common Shares



The authorized share capital of the Company consists of 20,000,000 common shares without par value.



The Company has issued 13,939,613 (2003: 9,489,939) common shares of which 25,000 shares are held in escrow as at September 30, 2004.



On April 1, 2004, the Company completed a private placement of 300,000 units at a price of US$0.70 per unit with each unit consisting of one common share and one non-transferable share purchase warrant.  Each warrant will permit the holder to purchase one common share of the Company at a price of US$0.80 per share at any time until June 30, 2005, at US$0.90 per share at any time until June 30, 2006, and at US$1.00 per share at any time until June 30, 2007.



On April 23, 2004, the Company completed a private placement of 300,000 units at a price of US$0.70 per unit with each unit consisting of one common share and one non-transferable share purchase warrant.  Each warrant will permit the holder to purchase one common share of the Company at a price of US$0.80 per share at any time until April 23, 2005, at US$0.90 per share at any time until April 23, 2006, and at US$1.00 per share at any time until April 23, 2007.



On June 22, 2004, the Company completed a private placement of 500,000 units at a price of US$0.50 per unit with each unit consisting of one common share and one non-transferable share purchase warrant.  Each warrant will permit the holder to purchase one common share of the Company at a price of US$0.50 per share at any time until June 30, 2005, at US$0.60 per share at any time until June 30, 2006.



On August 4, 2004, the Company completed a private placement of 1,000,000 units at a price of US$0.30 per unit with each unit consisting of one common share and one non-transferable share purchase warrant.  Each warrant will permit the holder to purchase one common share of the Company at a price of US$0.375 per share at any time until July 28, 2005, at US$0.475 per share at any time until March 28, 2006.



b)

Stock Options



The Company is authorized to grant options to directors, employees and consultants.  Stock option transactions and the number of stock options outstanding are summarized as follows:



|                                                  |                   |                                
|------------------------------------------------- | ----------------- | -------------------------------
|                                                  | Number of Options | Weighted average exercise price
|                                                  |                   |                                
|Outstanding and exercisable at October 1, 2000    | 533,400           | US$           1.75             
|Options granted                                   | -                 | -                              
|Options cancelled / expired                       | (23,400)          | 1.60                           
|Options exercised                                 | -                 | -                              
|Outstanding and exercisable at September 30, 2001 | 510,000           | US$           1.75             
|Options granted                                   | -                 | -                              
|Options cancelled / expired                       | (315,000)         | 1.60                           
|Options exercised                                 | -                 | -                              
|Outstanding and exercisable at September 30, 2002 | 195,000           | US$           1.75             
|Options granted                                   | -                 | -                              
|Options cancelled / expired                       | (195,000)         | 1.60                           
|Options exercised                                 | -                 | -                              
|Outstanding and exercisable at September 30, 2003 | -                 | -                              
|Options granted                                   | 2,925,000         | 1.75                           
|Options cancelled / expired                       | -                 | -                              
|Options exercised                                 | -                 | -                              
|Outstanding and exercisable at September 30, 2004 | 2,925,000         | US$          1.75              





As at September 30, 2004, the Company had 2,925,00 stock options of which 2,525,000 were granted on December 23, 2003 that expire on December 23, 2008 and 400,000 were granted on March 12, 2004, expire on March 12, 2008 both at an exercise price of US$1.75.



The fair value of each option granted is estimated on the grant date using the Black-Scholes option-pricing model with the following assumptions:



|                    |                |                  
|------------------- | -------------- | -----------------
|                    | March 12, 2004 | December 23, 2003
|                    |                |                  
|Strike price        | $1.75          | $1.75            
|Spot price          | $1.45          | $0.81            
|Dividend rate       | 0              | 0                
|Risk-free interest  | 2.92%          | 3.91%            
|Expected volatility | 172%           | 172%             
|Expected life       | 4 years        | 5 years          
|Number of options   | 400,000        | 2,525,000        
|Fair value          | $1.32          | $0.75            





Based on the above fair values for each grant compensation expense of $2,429,100 has been recorded in the statement of operations, and credited to contributed surplus.



c)

Warrants



At September 30, 2004, the Company had 2,100,000 common share purchase warrants outstanding.





8.

Income Taxes



A reconciliation of income taxes at statutory rates with the reported taxes is as follows:



|                                                       |                        |                       |                     
|------------------------------------------------------ | ---------------------- | --------------------- | --------------------
|September 30,                                          | 2004                   | 2003                  | 2002                
|                                                       |                        |                       |                     
|Loss before income taxes                               | $   (7,302,024)        | $        (47,171)     | $     (319,713)     
|Income tax recovery at statutory rates                 | 2,747,021              | 17,746                | 142,656             
|Non-deductible items for tax purposes                  | (914,274)              | 647                   | (35,664)            
|Unrecognized benefit of mineral property pools         | (1,664,763)            | -                     | -                   
|Unrecognized benefit of non-capital loss carryforwards | (167,984)              | (18,393)              | (106,992)           
|                                                       | $                    - | $                   - | $                  -





The significant components of the Company's future income tax assets are as follows:



|                                                |                       |                        |                      
|----------------------------------------------- | --------------------- | ---------------------- | ---------------------
|September 30,                                   | 2004                  | 2003                   | 2002                 
|                                                |                       |                        |                      
|Future income tax assets                        |                       |                        |                      
|Property, plant and equipment                   | $           10,655    | $             8,054    | $         11,360     
|Mineral properties                              | 2,191,500             | 526,738                | 624,748              
|Net capital losses available                    | 4,107,381             | 4,082,680              | 4,917,508            
|Non-capital losses available for future periods | 918,391               | 1,127,082              | 1,550,261            
|                                                | 7,227,927             | 5,744,554              | 7,401,798            
|Valuation allowance                             | (7,227,927)           | (5,744,554)            | (7,401,798)          
|                                                | $                   - | $                    - | $                   -





The Company has incurred non-capital losses of approximately $2,441,230 which may be applied to reduce taxable income in future years. These non-capital losses will expire through 2011.



In addition, the Company has net capital losses of approximately $10,918,080 which may be applied against taxable capital gains in the future.  These net capital losses can be carried forward indefinitely.



Also, the Company has available certain exploration and development expenditures to reduce taxable income of future years.



Future tax benefits which arise as a result of these losses have not been recognized in these financial statements as they are not considered likely to be realized.





9.

Supplemental Cash Flow



|                               |                   |                        |                     
|------------------------------ | ----------------- | ---------------------- | --------------------
|September 30,                  | 2004              | 2003                   | 2002                
|                               |                   |                        |                     
|Financing activities           |                   |                        |                     
|Share capital issued for:      |                   |                        |                     
|Debts                          | $         432,000 | $                    - | $                  -
|Investment                     | 4,050,000         | -                      | -                   
|Investing activity             |                   |                        |                     
|Investment in mineral property | $    (4,050,000)  | $                    - | $                  -







10.

Segmented Information



The Company's only reportable segment during the years ended September 30, 2003, and 2002 were its activities in Canada.  During the year ended September 30, 2004, the Company had one operational activity performed in the countries of Canada and Brazil; thus, the geographical segments are presented:



|                                 |                         |                         |                      
|-------------------------------- | ----------------------- | ----------------------- | ---------------------
|                                 | Canada                  | Brazil                  | Total                
|                                 |                         |                         |                      
|Revenue                          | $                     - | $                     - | $                   -
|Administration expenses          | (2,972,702)             | -                       | (2,972,702)          
|Other items                      | 95,886                  | -                       | 95,886               
|Write down of mineral properties | -                       | (4,425,208)             | (4,425,208)          
|Loss for the period              | (2,876,816)             | (4,425,208)             | (7,302,024)          
|Identifiable assets              | $         309,598       | $                    -  | $       309,598      







11.

Contingencies



Potential legal claims may exist between the Company and certain previous holders of the Company's convertible debentures related to certain obligations under the conversion terms of the convertible debentures. In the opinion of management, these claims are without merit and consequently no provision has been made for these claims in these consolidated financial statements.





12.

Differences between Canadian and United States Generally Accepted accounting Principles (GAAP) (in Canadian dollars)



These financial statements are prepared in accordance with GAAP in Canada, which differs in some respects from GAAP in the United States.  The material differences between Canadian and United States GAAP, in respect of these financial statements, are as follows:



|                                                  |                                                 |                     |                    |                    |  | 
|------------------------------------------------- | ----------------------------------------------- | ------------------- | ------------------ | ------------------ |  | 
|                                                  | For the year ended September 30                
|                                                  | Period from December 1991 to September 30, 2004 | 2004                | 2003               | 2002              
|                                                  |                                                 |                     |                    |                   
|Loss for the year under Canadian GAAP             | $    (36,114,171)                               | $   (7,302,024)     | $       (47,171)   | $     (319,713)   
|Compensation expense on granting of stock options | (3,388,662)                                     | -                   | -                  | -                 
|Compensation on release of escrow shares          | (3,435,000)                                     | -                   | -                  | -                 
|Unites States GAAP                                | $    (42,937,833)                               | $   (7,302,024)     | $       (47,171)   | $     (319,713)   
|Gain (loss) per share  US GAAP                   |                                                 | $            (0.59) | $           (0.57) | $           (0.01)







|                                                                  |                      |                  
|----------------------------------------------------------------- | -------------------- | -----------------
|                                                                  | 2004                 | 2003             
|                                                                  |                      |                  
|Total assets under United States GAAP                             | $           309,598  | $          19,021
|                                                                  |                      |                  
|Total liabilities under United States GAAP                        | $           474,686  | $        957,485 
|                                                                  |                      |                  
|Capital stock as reported                                         | $      33,519,983    | $   27,873,683   
|Cumulative compensation expense on granting of stock options      | 3,388,662            | 3,388,662        
|Cumulative compensation expense on release of escrow shares       | 3,435,000            | 3,435,000        
|Contributed surplus as reported                                   | 2,429,100            | -                
|Capital stock under United States GAAP                            | $      42,772,745    | $   34,697,345   
|                                                                  |                      |                  
|Deficit as reported                                               | $   (36,114,171)     | $ (28,812,147)   
|Cumulative compensation expense on granting of stock options      | (3,388,662)          | (3,388,662)      
|Cumulative compensation expense on release of escrow shares       | (3,435,000)          | (3,435,000)      
|Deficit under Untied States GAAP                                  | $   (42,937,833)     | $ (35,635,809)   
|                                                                  |                      |                  
|Shareholders deficiency under United States GAAP                 | (165,088)            | (938,464)        
|                                                                  |                      |                  
|Shareholders deficiency and liabilities under United States GAAP | $            309,598 | $          19,021





a)

Mineral Property Exploration and Development



Under United States GAAP, all mineral exploration and development property expenditures are expensed in the year incurred in an exploration stage company until there is substantial evidence that a commercial body of ore has been located.  Canadian GAAP allows resource exploration and development property expenditures to be deferred during this process.  There is no effect on the Companys financial statements.



b)

Stock Based Compensation



Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock Based Compensation" ("SFAS 113") encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans at fair value.  Effective October 1, 2003  the Company has chosen to account for stock-based compensation using the fair value method.



The Company accounts for stock-based compensation issued to non-employees in accordance with the provisions of SFAS 123 and the consensus in Emerging Issues Task Force No. 96-18, "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services".



Option pricing models require the input of highly subjective assumptions including the expected price volatility.  Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing model do not necessarily provide a reliable single measure of the fair value of the Company's stock options.



c)

Loss Per Share



Under United States generally accepted accounting principles, the weighted average number of common shares outstanding excludes any shares that remain in escrow, but may be earned out based on the Company incurring a certain amount of exploration and development expenditures.  The weighted average number of shares outstanding under United States generally accepted accounting principles for the years ended September 30, 2004, 2003 and 2002 were 12,246,150; 9,469,939, and 9,464,939, respectively.



d)

Income Taxes



Under United States GAAP, the Company would have initially recorded an income tax asset for the benefit of the resource deduction pools and losses carried forward.  This asset would have been reduced to $nil by a valuation allowance.



e)

Comprehensive Income



In June 1997, the FASB issued SFAS No. 130 "Reporting comprehensive income", SFAS 130 requires that total comprehensive income and comprehensive income per share be disclosed with equal prominence as net income and net income per share.   Comprehensive income is defined as changes in shareholders' equity exclusive of transactions with owners such as capital contributions and dividends.  There are no comprehensive income items for the periods reported.



f)

New Accounting Pronouncements



In May 2003, the FASB issued SFAS No. 150, "Accounting for certain Financial Instruments with Characteristics of both liabilities and Equity" ("SFAS No. 150").  SFAS 150 requires that certain financial instruments issued in the form of shares that are mandatory redeemable as well as certain other financial instruments be classified as liabilities in the financial statements.  SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003.



In December 2004, FASB issued SFAS No. 153, "Exchanges of Non-monetary Assets".  SFAS 153 amends APB Opinion No. 29, to eliminate certain exceptions when there is non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance.  This amendment is effective for periods beginning after June 15, 2005.



In addition, the FASB and Emerging Issues Task Force ("EITF") have issued a variety of interpretations including the following interpretations with wide applicability:



Financial Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities", which addresses the consolidation of variable interest entities (formerly referred to as "Special Purpose Entities").  The Interpretation is generally in effect for interim or annual periods beginning after December 15, 2003.



In November 2002, the EITF reached a consensus on Issue 00-21, "Revenue Arrangements with Multiple Deliverables" ("EITF 00-21").  The consensus addresses issues related to separating and allocating value to the individual elements of a single customer arrangement involving obligations regarding multiple products, services or rights which may be fulfilled at different points in time or over different periods of time. EITF 00-21 guidance is applicable for arrangements entered into in fiscal periods beginning after June 15, 2003.



The adoption of these new pronouncements is not expected to have a material effect on the Company's consolidated financial position or results of operations.















SIGNATURES



The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.





Casey Forward

_______________________________

Casey Forward

President and Chief Financial Officer







November 21, 2005