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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

(Mark One)

|X|   ANNUAL REPORT AMENDED PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the year ended December 31, 2002

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

                         Commission File Number 0-26600

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

                             NAPTAU GOLD CORPORATION

             (Exact name of registrant as specified in its charter)

                        Delaware                    22-3386947
            (State or other jurisdiction of       (IRS Employer
            incorporation or organization)       Identification No.)

                               5391 Blundell Road
                                   Richmond BC
                                 Canada V7C 1H3

                    (address of principal executive offices)

                                 (604) 277-5252
                           (Issuer's telephone number)


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

                                (former address)

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

         (Former name, former address and former fiscal year if changed
                               since last report)

Check whether the issuer (1) 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 registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.                                                             Yes |X| No |_|

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 6,133,500 shares of Common Stock,
$.001 par value, were outstanding, as of February 28, 2003.

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

The issuer's revenues for its most recent fiscal year:   $0.00

The aggregate value of the voting common equity held by non-affiliates as of
March 19, 2003 based on the average sale price of $0.05 was $166,700

Transitional Small Business Disclosure Format (check one):     Yes |_|   No  |X|

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

<PAGE>

                                TABLE OF CONTENTS

                                     Part I

ITEM 1.     BUSINESS ......................................................    3

ITEM 2.     DESCRIPTION OF PROPERTY .......................................    5

ITEM 3.     LEGAL PROCEEDINGS .............................................    5

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ...........    5

                                     Part II

ITEM 5.     MARKET FOR REGISTRANT'S COMMON EQUITY AND
            RELATED STOCKHOLDERS MATTERS ..................................    5

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS .................    6

ITEM 7.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ...................    6

ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
            ON ACCOUNTING AND FINANCIAL DISCLOSURE ........................    7

                                    Part III

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
            PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT ....    7

ITEM 10.    EXECUTIVE COMPENSATION ........................................    8

ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
            AND MANAGEMENT ................................................    9

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ................   10

ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K ..............................   11

SIGNATURES ................................................................   12


                                      - 2 -
<PAGE>

                                     PART I

ITEM 1. BUSINESS

      -     Business Development

      Naptau Gold Corporation (the "Company") was formed under the laws of the
      State of Delaware on January 8, 1988 and was inactive until 1995 when it
      entered into an agreement to acquire certain mineral properties. The
      Company is registered as a foreign corporation (extra Provincial
      Corporation) in the Province of British Columbia, Canada.

      In June 1995 and subsequently:

      1)    The Company entered into an agreement (the "Exchange Agreement") to
            acquire certain placer leases (set forth under "Item 2 Description
            of Property" of this report) owned by Noble Metal Group Incorporated
            (a British Columbia Company ("Noble") in exchange for 4 million
            common shares of the Company, representing an initial 59.7% interest
            in the Company.

      2)    The Company and Noble entered into an operating agreement (the
            "Operating Agreement") whereby Noble remained the operator for the
            mining activities on the placer leases for a term of ten years, with
            Noble having the option of renewing the agreement for a further ten
            year term.

      3)    The Company acquired from Dorothy Dennis ("Dennis") an additional
            placer lease contiguous with the placer leases acquired from Noble
            incurring an obligation to pay Dennis $200,000.

      4)    In May 1996 the Company recorded the Bill of Sale Absolute on placer
            claims Lou 1 and Lou 2 (the "Lou Claims") staked by William G.
            Timmins as agent for Naptau.

      Under subsequent extensions and modifications made to the Exchange
      Agreement and Operating Agreement with Noble, the Company was obligated
      to:

      1)    Pay Noble $954,000 together with interest thereon at the rate of 10%
            per annum from December 31, 1995 through June 30, 1997, and 12% per
            annum thereafter.

      2)    Deliver to Noble 4,861 ounces of gold from the Company's share of
            the gold produced from the Placer Leases.

      3)    Naptau also agreed not sell or assign its interest in the Placer
            Leases until such time as these gold obligations were satisfied.

      Under subsequent extensions and modifications made to the Acquisition
      Agreement with Dennis the Company was obligated to deliver an additional
      150 ounces of raw placer gold to extend the due date of the Agreement to
      December 31, 1999.

      Because of the inconsistency of placer golds, none of the Company's
      prospects or properties could be defined as containing proven or probable
      reserves.

      Although the Company extracted approximately 591 ounces of gold during the
      latter portion of the 1998 mining season, it had yet to generate
      sufficient revenues to sustain its operations. The Company's ability to
      maintain its mining operations was dependent upon its ability to raise
      substantial additional funds. With the exception of the funds received
      from the sale of the above extracted gold, all of the Company's
      exploration activities had been conducted with funds advanced by Noble.

      The mining of the Placer Leases was unsuccessful.


                                      - 3 -
<PAGE>

      Effective December 31, 1999 the Company concluded a "Rescission and
      Release Agreement" with Noble whereby all assets related to the placer
      mining operations, including those previously acquired from Noble and
      Dennis, together with the staked placer leases Lou 1 and 2 and related
      production equipment located on the properties were conveyed to Noble in
      consideration for the release from all debts and obligations owing by
      Naptau to Noble and Dennis. In addition Naptau transferred all exploration
      account balances for Canadian tax purposes relating to the operation
      incurred in respect to the acquisition of Placer leases.

      For discussion of certain material risks involved in the Company's
      business, see "Risk Factors" below.

      -     Business of Naptau Gold Corporation

      Naptau Gold Corporation ("Naptau" or the "Company") historically was
      engaged in the acquisition, exploration and development of mineral
      properties. As an outcropping of its exposure to the mineralogy,
      metallurgy, environmental, and health concerns related to the extraction,
      recovery and use of minerals, and drawing upon the experience and
      knowledge brought to the Company by its Directors and Officers, the
      Company is pursuing the commercial exploitation of such knowledge as it
      pertains to:

            1.    The potential health benefits gained through the controlled
                  replenishment of minerals and or energies into the human body
                  which are constantly being depleted, but which are essential
                  to continued good health.

      Risk Factors

      Limited Operations: Need for Additional Funds. By agreement, effected
      December 31, 1999, the Company relinquished all its mining properties and
      equipment back to Noble Metal Group Incorporated for a release from all
      related debt. The Company has not generated any significant revenues and
      will not generate significant revenues until it is able to develop new
      projects and sources of financing. During 2002 the Company actively
      pursued opportunities related to its business.

      At December 31, 2002, the Company had an accumulated deficit of $2,544,771
      (2001 - $2,427,196).

      Preparation of Financial Statements: The financial statements of the
      Company contained herein have been prepared on a going concern basis. If
      the Company were unable to raise funds necessary to continue operations or
      were unable to generate positive cash flow from new operations, it might
      be forced to liquidate. In such event, it is unlikely that the Company
      would realize amounts sufficient to liquidate its liabilities recorded on
      the balance sheet.

      Cautionary Statement for Purposes of The "Safe Harbor" Provisions of The
      Private Securities Litigation Reform Act of 1995: The United States
      Private Securities Litigation Reform Act of 1995 provides a new "safe
      harbor" for certain forward-looking statements. The following factors set
      forth under "Risk Factors" among others, could cause actual results to
      differ materially from those contained in forward-looking statements made
      in this Form 10-KSB, future filings by the Company with the SEC, in the
      Company's press releases and in oral statements made by authorized
      officers of the Company. When used in this Form 10-KSB, the words
      "estimate," "project," "anticipate," "expect," "exploring", "intend,"
      "pursuing", "believe" and similar expressions are intended to identify
      forward-looking statements.

      Substantial Indebtedness to Related Parties: The Company owed an aggregate
      of $745,908 (2001 - $647,883) to Officers, Directors and related parties.
      There can be no Assurance that the Company will be able to satisfy its
      obligations to the Related Parties.

      Conflicts of Interest: The terms upon which the Rescission Agreement was
      concluded were determined by negotiations between representatives of Noble
      and the Company. Noble then owned more than a majority of the outstanding
      shares of the Company and therefore, the agreement between Noble, Dennis
      and the Company should not be deemed the product of arms' length
      negotiations.


                                      - 4 -
<PAGE>

ITEM 2. DESCRIPTION OF THE PROPERTY

At present the Company holds no properties.

The Company occupies office space provided by its President, E. D. Renyk, at
5391 Blundell Road, Richmond, BC, Canada, V7C 1H3. No rent was paid for the use
of this office. The space is adequate for the planned future conduct of the
Company's business over the next twelve months.

ITEM 3. LEGAL PROCEEDINGS

The Company is not the subject of any pending legal proceedings; and to the
knowledge of management, no proceedings are presently contemplated against the
Company by any federal, state or local governmental agency.

Further, to the knowledge of management, no director or executive officer is
party to any action in which any has an interest adverse to the Company.

      -     Defaults upon Senior Securities

As at December 31, 2002 the Company was in default of principal and accrued
interest on Contracts Payable of $131,291 due December 31, 2000 and 2001.
Subsequent to December 31, 2002 the Company has received, together with written
acknowledgements extending the time for payment to June 30, 2003, a demand for
payment of $42,840 plus accrued interest by the June 30, 2003 date. All other
terms and conditions under the Agreements remain in full effect. Costs of
$19,711, (2001 - $21,810) for the accrued interest on these accounts for the
period have been included in the Operating Statement under Interest Expense.

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

There were no shareholders' meetings during 2002 nor were any matters submitted
to security holders for a vote.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

      -     On April 22, 1999 Naptau Gold Corporation was cleared to post a bid
            and ask quotation on the OTC Bulleting Board for Naptau Common Stock

      Market price ranges of the Company's common stock during 2002 and the
      previous two years were:

                                2002            2001           2000

              Period        High    Low     High    Low     High     Low
            -----------    -----   -----   -----   -----   -----    -----

            1st Quarter     0.03    0.02    0.08    0.02    0.16     0.07

            2nd Quarter     0.15    0.04    0.22    0.01    0.18    0.054

            3rd Quarter     0.09    0.05    0.16    0.02   0.125    0.062

            4th Quarter     0.16    0.04    0.06    0.02   0.093    0.031


                                      - 5 -



<PAGE>

      -     Holders.

      As of December 31, 2002, there were approximately 40 registered holders of
      the Company's Common Stock.

(c).  Dividends.

      The Company has never paid a cash dividend on its Common Stock and has no
      present intention to declare or pay cash dividends on the Common Stock in
      the foreseeable future. The Company intends to retain any earnings, which
      it may realize in the foreseeable future, to finance its operations.
      Future dividends, if any, will depend on earnings, financing requirements
      and other factors.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following should be read in conjunction with the Company's financial
statements and the notes thereto.

There is a negative working capital balance of $956,630, (2001 - $839,157) a
significant portion, which is owed to related parties, all of whom have a vested
interest in ensuring the Company's continued existence.

The Company earned no revenues and its operations have been limited to the
research and development of business opportunities.

Expenditures as shown in the Statements of Operations and Deficit during the
2002 year showing material increase or decrease over 2001 were: (1) Interest of
$19,711, (2001 - $21,810) related to carrying costs of debt; bonuses and
interest paid to third party investors on Contracts Payable, maturing December
31, 2000 and December 31, 2001 replacing agreements for delivery of raw placer
gold entered into in May and June of 1999 which remained outstanding by the due
date of October 31, 1999; (2) During 2001 there was a relinquishment of debt in
the amount of $41,263, reflected in the Statement of Operations and Deficit as
Expense Recoveries with no similar transaction occurring during the current
period.

The Company actively carried out research and development and has not incurred
new debt other than that due to shareholders, Officers and/or Directors, and
existing debtors.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          INDEX TO FINANCIAL STATEMENTS

Reports of Independent Chartered Accountants ............................    F-2

Balance Sheet ...........................................................    F-3

Statements of Operations ................................................    F-4

Statements of Cash Flows ................................................    F-5

Notes to Financial Statements ...........................................    F-6


                                      - 6 -

<PAGE>

                             NAPTAU GOLD CORPORATION

                              FINANCIAL STATEMENTS

                      (expressed in United States dollars)

                  Years ended December 31, 2002, 2001 and 2000


                                                                             F-1
<PAGE>

[LETTERHEAD OF G. ROSS MCDONALD]

AUDITOR'S REPORT

TO THE SHAREHOLDERS OF NAPTAU GOLD CORPORATION

I have audited the balance sheets of Naptau Gold Corporation as at December 31,
2002, 2001 and 2000 and the statements of operations and deficit and cash flows
for the years then ended. These financial statements are the responsibility of
the Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.

I conducted my audits in accordance with generally accepted auditing standards.
Those standards require that I 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 my opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at December 31, 2002, 2001
and 2000 and the results of its operations and the cash flows for the years then
ended in accordance with generally accepted accounting principles in the United
States.

"G. Ross McDonald" (signed)

G. Ross McDonald
Chartered Accountant

Vancouver, Canada
March 14, 2003

COMMENTS BY AUDITOR FOR U.S. READERS ON CANADA - U.S.

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 significant uncertainties such as that referred to in
the attached balance sheets as at December 31, 2002 and as described in Note 1
to the financial statements. My report to the shareholders dated March 14, 2003
is expressed in accordance with Canadian reporting standards which do not permit
a reference to such uncertainties in the auditors' report when the uncertainties
are adequately disclosed in the financial statements.

"G. Ross McDonald" (signed)

G. Ross McDonald
Chartered Accountant

Vancouver, Canada
March 14, 2003


                                                                             F-2
<PAGE>

NAPTAU GOLD CORPORATION

BALANCE SHEETS

(expressed in United States dollars)

December 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                                                           2002          2001
                                                                                       -----------    -----------
                                                             ASSETS
<S>                                                                                    <C>            <C>
CURRENT ASSETS
     Cash                                                                              $        98    $       332
                                                                                       -----------    -----------
                                                                                       $        98    $       332
                                                                                       ===========    ===========
                                                          LIABILITIES
CURRENT LIABILITIES
     Accounts payable and accrued liabilities (Note 3(c))                              $   693,410    $   604,005
     Contracts payable (Note 3(a))                                                         131,291        111,580
     Loans payable (Note 3(b))                                                              61,021         61,021
     Loans payable to related parties (Note 3(c))                                           70,908         62,883
                                                                                       -----------    -----------
                                                                                           956,630        839,489
                                                                                       ===========    ===========
                                                    SHAREHOLDERS' DEFICIENCY
CAPITAL STOCK (Note 4)
     Authorized -
           5,000,000 preferred shares with a par value $0.001 per share
          20,000,000 common shares with a par value $0.001 per share
     Issued and outstanding -
           6,133,500 common shares                                                           6,134          5,934

ADDITIONAL PAID-IN CAPITAL                                                               1,582,105      1,582,105

DEFICIT                                                                                 (2,544,771)    (2,427,196)
                                                                                       -----------    -----------
                                                                                          (956,532)      (839,157)
                                                                                       -----------    -----------
Continuing operations (Note 1)
Commitments and contingencies (Note 5)                                                 $        98    $       332
                                                                                       ===========    ===========
</TABLE>

APPROVED BY THE DIRECTORS

    "E.D. Renyk" (signed)
--------------------------------
Director

    "Larry Fix" (signed)
--------------------------------
Director


                                                                             F-3
<PAGE>

NAPTAU GOLD CORPORATION

STATEMENTS OF OPERATIONS AND DEFICIT

(expressed in United States Dollars)

For the Years Ended December 31, 2002 2001 and 2000

<TABLE>
<CAPTION>
                                            2002           2001           2000
                                       -----------    -----------    -----------
<S>                                    <C>            <C>            <C>
EXPENSES
    Interest and financing costs       $    19,711    $    21,810    $    12,988
    Investor and project development            --             --         10,410
    Management salary (Note 5)              90,000         90,000         90,000
    Office and administrative                2,941          3,729          4,612
    Professional fees                        4,923          5,563          5,610
    Expense recoveries                          --        (41,263)        (6,392)
                                       -----------    -----------    -----------

INCOME (LOSS) FOR THE YEAR                (117,575)       (79,838)       117,228

DEFICIT, BEGINNING OF YEAR              (2,427,196)    (2,347,358)    (2,230,130)
                                       -----------    -----------    -----------

DEFICIT, END OF YEAR                   $(2,544,771)   $(2,427,196)   $(2,230,130)
                                       ===========    ===========    ===========

INCOME (LOSS) PER SHARE                $     (0.01)   $     (0.01)   $     (0.02)
                                       ===========    ===========    ===========
</TABLE>


                                                                             F-4
<PAGE>

NAPTAU GOLD CORPORATION

STATEMENTS OF CASH FLOWS

(expressed in United States Dollars)

For the Years Ended December 31, 2002, 2001 and 2000

<TABLE>
<CAPTION>
                                                          2002        2001        2000
                                                      ---------    --------    ---------

<S>                                                   <C>          <C>         <C>
OPERATING ACTIVITIES
    Income (loss) for the year                        $(117,575)   $(79,838)   $(117,228)
    Adjustments to reconcile loss for the year to
      net cash from (used in) operating activities:
         Non-cash operating expenses (Note 7)               200          --           --
         Increase in accounts payable and
             accrued liabilities                         89,405      47,875       86,425
                                                      ---------    --------    ---------

    Net cash used in operating activities               (27,970)    (31,963)     (30,803)
                                                      ---------    --------    ---------

FINANCING ACTIVITIES
    Contracts payable                                    19,711      21,810       11,460
    Loans payable                                            --          --          700
    Loans payable to related parties                      8,025      10,401       17,685
                                                      ---------    --------    ---------

    Net cash from financing activities                   27,736      32,211       29,485
                                                      ---------    --------    ---------

INCREASE (DECREASE) IN CASH                                (234)        248         (958)

CASH, BEGINNING OF YEAR                                     332          84        1,042
                                                      ---------    --------    ---------

CASH, END OF YEAR                                     $      98    $    332    $      84
                                                      =========    ========    =========
</TABLE>

Supplementary cash flow information (Note 8)


                                                                             F-5
<PAGE>

NAPTAU GOLD CORPORATION

NOTES TO FINANCIAL STATEMENTS

(expressed in United States Dollars)

For the Years Ended December 31, 2002, 2001 and 2000

1. CONTINUING OPERATIONS

      Naptau Gold Corporation (the "Company") was formed under the laws of the
      State of Delaware on January 8, 1988. The Company's principal business
      activity is the exploration and development of mineral properties.

      These financial statements have been prepared on the basis of accounting
      principles applicable to a going concern. At December 31, 2002 the Company
      had a working capital deficiency in excess of $956,000 (2001 - $839,000)
      and has a shareholders' deficiency of approximately $956,000 (2001 -
      $839,000). The Company's continuing operations and the ability of the
      Company to discharge its liabilities are dependent upon the continued
      financial support of its related parties and the ability of the Company to
      obtain the necessary financing to meet its liabilities as they come due.

2. SIGNIFICANT ACCOUNTING POLICIES

      (a)   Basis of presentation:

            The financial statements have been prepared in accordance with
            generally accepted accounting principles in the United States.

      (b)   Mineral properties:

            Mineral property acquisition costs and related interest and
            financing costs are deferred until the property is placed into
            production, sold or abandoned. These costs will be amortized on a
            unit-of-production basis over the estimated proven and probable
            reserves of the property following commencement of commercial
            production or written off if the property is sold, allowed to lapse
            or abandoned.

            Mineral property acquisition costs include cash consideration and
            the estimated fair value of common shares issued for mineral
            properties, based on recent share issuances. Exploration and
            development expenditures are expensed in the period incurred until
            such time as the Company establishes the existence of commercial
            feasibility, at which time these costs will be deferred.
            Administrative expenditures are expensed in the period incurred.

            On an on-going basis, the Company evaluates the status of its
            mineral properties based on results to date to determine the nature
            of exploration and development work that is warranted in the future.
            If there is little prospect of further work on a property being
            carried out, the deferred costs related to that property are written
            down to their estimated recoverable amount.

      (c)   Loss per share:

            Loss per share has been calculated using the weighted average number
            of common shares outstanding during the year. Diluted loss per share
            has not been presented as the results would be anti-dilutive.


                                                                             F-6
<PAGE>

NAPTAU GOLD CORPORATION

NOTES TO FINANCIAL STATEMENTS

(expressed in United States Dollars)

For the Years Ended December 31, 2002, 2001 and 2000

2.   SIGNIFICANT ACCOUNTING POLICIES (continued)

      (d)   Use of estimates:

            The preparation of financial statements in conformity with generally
            accepted accounting principles requires management to make estimates
            and assumptions that affect the reported amounts of assets and
            liabilities and disclosure of contingent assets and liabilities at
            the date of the financial statements and the reported amount of
            revenues and expenses during the period. Significant areas requiring
            the use of management estimates include impairment of assets and
            useful lives for depreciation. Actual results may differ from those
            estimates.

      (e)   Financial instruments:

            With the exception of amounts due to related parties, as at December
            31, 2002, 2001 and 2000, in all material respects the carrying
            amounts for the Company's financial instruments approximated fair
            value due to the short- term nature of these financial instruments.
            The Company is unable to determine the fair value of the amounts due
            to related parties with sufficient reliability. Accordingly,
            information on the characteristics of these balances is described in
            Notes 3 and 4.

3. LOANS AND CONTRACTS PAYABLE

      (a)   Contracts Payable

            The Company entered into two agreements to deliver 300 ounces of raw
            placer gold by October 31, 1999 in consideration for advances of
            $66,000. The Company was unable to deliver the gold against these
            contracts and has obtained extensions of time for repayment of
            principal plus accrued interest or delivery of gold in the amount of
            $131,291. These contracts were not concluded by December 31, 2002
            and have, as of the date of these financial statements, continued on
            a month-to-month basis under the same terms as in effect at December
            31, 2000 and December 31, 2001. The Company is in the process of
            renegotiating extensions to the contracts and no estimates for the
            cost of any extensions that may or may not be concluded have been
            reflected in the accounts of the Company as at December 31, 2002.
            The holder of one of the contracts has made a demand for payment of
            $42,840 plus accrued interest by June 30, 2003

      (b)   Loans Payable

            Loans payable are non-interest bearing and have no specific term for
            repayment.

      (c)   Loans Payable to Related Parties

            Loans payable to related parties consist of amounts received from
            directors and officers, are non-interest bearing and have no
            specific terms of repayment.

            At December 31, 2002, accounts payable and accrued liabilities
            include accruals totalling $675,000 (2001 - $585,000) for salaries
            to a director and officer pursuant to an employment agreement (Note
            5), which are included in management salary expense for the period.


                                                                             F-7
<PAGE>

NAPTAU GOLD CORPORATION

NOTES TO FINANCIAL STATEMENTS

(expressed in United States Dollars)

For the Years Ended December 31, 2002, 2001 and 2000

4. CAPITAL STOCK

      (a)   Issued:

            The continuity of the Company's issued and outstanding capital stock
            and additional paid-in capital is as follows:

<TABLE>
<CAPTION>
                                               Common Shares     Additional
                                            ------------------     Paid-in
                                              Number    Amount     Capital      Total
                                            ---------   ------   ----------   ----------

<S>                                         <C>          <C>      <C>          <C>
Balance, December 31, 1999, 2000 and 2001   5,933,500    5,934    1,582,105    1,588,039
                                            ---------   ------   ----------   ----------
Common stock issued pursuant to a Stock
Grant program dated June 30, 1995             200,000      200           --           --
                                            ---------   ------   ----------   ----------
Balance, December 31, 2002                  6,133,500   $6,134   $1,582,105   $1,588,039
                                            =========   ======   ==========   ==========
</TABLE>

      (b)   Stock option plan and stock grant program:

            In June 1995 the Company adopted a non-qualified stock option plan
            and a stock grant program with the following provisions:

            (i)   Stock option plan:

                  The Company has reserved 300,000 shares of its authorized
                  common stock for issuance to key employees and consultants of
                  the Company and affiliates. Under this plan, no employee may
                  receive more than 100,000 stock options. Options are
                  non-transferable and expire if not exercised within two years.
                  The options may not be exercised by the employee until after
                  the completion of two years of employment with the Company.
                  The options are issuable to officers, key employees and
                  consultants in such amounts and prices as determined by the
                  Board of Directors. During the year December 31, 2000 the
                  Company granted stock options to directors and employees to
                  acquire up to 300,000 common shares at $0.05 per share on or
                  before May 18, 2002. These options expired during the year.

            (ii)  Stock grant program:

                  The Company has reserved 300,000 shares of its authorized
                  common stock for issuance to key employees and directors.
                  Under this plan, no employees may receive more than 100,000
                  shares. The program requires the employee to remain in the
                  employ of the Company for at least one year following the
                  grant and to agree not to engage in any activity, which would
                  be considered in competition with the Company's business. If
                  the employee



                                      F-8
<PAGE>

NAPTAU GOLD CORPORATION

NOTES TO FINANCIAL STATEMENTS

(expressed in United States Dollars)

For the Years Ended December 31, 2002, 2001 and 2000

                  violates any one of these conditions the ownership of the
                  shares issued under the program shall revert back to the
                  Company. The shares issued under the program are
                  non-transferable for two years. During the year ended December
                  31, 2000 the Company authorized the issue of 200,000 common
                  shares to directors and employees which were issued from
                  treasury on April 05, 2002.

5. COMMITMENTS

      On June 30, 1995, the Company entered into a five-year employment
      agreement with the President of the Company that provides for a salary of
      $7,500 per month beginning July 1, 1995 (plus a cost of living adjustment
      to be made on the first day of each calendar year). The agreement also
      provides for additional incentive compensation equal to 1/2 of 1% of net
      sales up to $5,000,000, 3/4 of 1% on the next $20,000,000 in net sales and
      1 percent of net sales above $25,000.000. The contract expired June 30,
      2000 with the agreement that the President of the Company continue with
      his duties and responsibilities on the same terms as exist in the expired
      contract until such time as a new contact is authorized by the Board of
      Directors.

6. INCOME TAXES

      Under the asset and liability method of accounting for income taxes,
      future income tax assets and liabilities are measured using enacted tax
      rates for the future income tax consequences attributable to differences
      between the financial statement carrying amount of existing assets and
      liabilities and their respective tax bases.

      For all periods presented, the Company has not recognized any deferred tax
      assets or liabilities as the available benefits, primarily as a result of
      loss carry forwards of approximately $2,400,000 arising in 1995 through
      2002, are fully offset by a valuation allowance of the same amount.

7. SUPPLEMENTARY CASH FLOW INFORMATION

      The following non-cash operating, financing and investing activities
      occurred during the year:

                                                     Year ended December 31,
                                                  2002       2001       2000
                                                  ----------------------------
      Non - cash operating costs - stock grant    $200   $      --   $     --
      (Note5(b)(ii))
                                                  ============================

The Company did not pay any interest or income taxes during the years ended
December 31, 2002, 2001 and 2000.

8. SUBSEQUENT EVENT

      The Company has received confirmation from the holders of the Contracts
      Payable (Note 3(a)) extending the settlement date to June 30, 2003 under
      the continuation of the existing terms.


                                                                             F-9
<PAGE>

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

During the Company's two most recent fiscal years there were no disagreements
between G. Ross McDonald and the Company on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure,
which disagreement, if not resolved to the satisfaction of G. Ross McDonald
would have caused G. Ross McDonald to make reference to the subject in its
report. In addition, during the Company's two most recent fiscal years no
reportable events, as defined in Item 304(a)(1)(iv)(A), (B) (D) or (E) of
Regulation S-B occurred.

                                    PART III

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

NAME                               POSITIONS HELD WITH THE CORPORATION
--------------------------------------------------------------------------------
Edward D. Renyk                    Director, President & Chief Financial Officer
Lloyd E. Mear                      Director
Larry Fix                          Director, Secretary

E. D. Renyk. Mr. Renyk has served as the President, Chief Financial Officer and
a Director of the Company since June 8, 1995. Mr. Renyk is a member of the
Canadian and British Columbia Institutes of Chartered Accountants. He has been a
Chartered Accountant since 1962, managing and directing his own practice for
most of that period, specializing in consulting to both private and publicly
traded corporate firms. Prior to establishing his own practice and subsequent to
obtaining his designation as a Chartered Accountant he held positions ranging
from Controller to Vice President of Finance with various corporations.

Mr. Renyk was admitted as a member of the Institute of Chartered Accountants of
Alberta in 1962.

Lloyd E. Mear. Mr. Mear has served as a Director of the Company since June 8,
1995. Mr. Mear has over thirty years of experience in the Mining Industry. From
1967 to date he has served as the President and Chief Executive Officer of ReDev
Inc., a company that extracts gold and platinum group metals from water sources
throughout the western United States and Canada.

Mr. Mear received a degree in Civil Engineering/Surveying in 1956 from
University of Alberta, Calgary, Alberta.

John Lawrence Fix. Mr. Fix has served as Secretary to the Company since May
18th, 2000. Mr. Fix has a rounded background commencing from an early age
including farming, sawmill operations, oilfield construction, and road building.
Through his high-school years he also managed a motel. After attending the
University of British Columbia he attained Chief Flying Instructor/Charter Pilot
positions progressing to become a Certified Aircraft Engineer. Having attained
these successes he returned to taking on tasks relating to the mining industry
such as staking, promoting, road building and overburden removal in an area near
Summerland, British Columbia. Because of his background in aviation
opportunities opened in the insurance industry where he carried out aircraft
accident investigation and rose to manager of Brower & Company Aviation, a
Lloyds of London Agent. Upon the sale of Brower & Co. he formed Pacific
Adjusters carrying out insurance investigation on large international claims.

Having established this he then applied some of his earlier gained knowledge and
moved into the oilfield servicing industry through the purchase of Shirley Air
Services Limited. In addition to these operations he manage to also form and
operate Lower Mainland Security World which carried out burglar alarm
installations as well as developing network installation for the computerization
of homes (Smart House). This included central control of the complexities of a
home including remote access and satellite computer control of remote equipment.
To fill any spare time he co-incidentally invested in, owned and operated
multiple duplex rental units and carried on the international brokerage of
goods. He believes "all fields of endeavor are money making opportunities if you
keep your eye on the ball but that the trip is not complete until the profit is
in the Bank". Mr. Fix brings to the Board of Naptau his analytical abilities and
the drive and determination to bring a project to a successful conclusion.


                                      - 7 -
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth the compensation for the fiscal years ended
December 31, 1999, 2000, 2001 and 2002 ("fiscal years") payable/paid to Mr.
Renyk, the Company's President and for 2002 to Mr. Fix, the Company's Secretary.
No other officer received any compensation from the Company in these fiscal
years.

                           SUMMARY COMPENSATION TABLE

                                    Long-Term Compensation
                                            Awards
                                    ---------------------
                                          Restricted
Name               Year    Salary (1)      Stock (3)      All Other Compensation
---------------   ------   -------   ---   ------      -------------------------
Edward Renyk       1999    $90,000            --                   --
                   2000    $90,000            --                   --
                   2001    $90,000            --                   --
                   2002    $90,000         $75.00                  --
                  ------   -------         ------      -------------------------
Larry Fix          2002         --         $50.00                  --
                  ------   -------         ------      -------------------------

1.    On June 30, 1995, the Company entered into a five-year employment
      agreement with the President of the Company that provides for a salary of
      $7,500 per month beginning July 1, 1995 (plus a cost of living adjustment
      to be made on the first day of each calendar year). The agreement also
      provides for additional incentive compensation equal to 1/2 of 1% of net
      sales up to $5,000,000, 3/4 of 1% on the next $20,000,000 in net sales and
      1 percent of net sales above $25,000,000. The agreement expired as of June
      30, 2000 and it has been agreed that Mr. Renyk will continue with the
      Company in the same capacity and under the same terms except on a
      month-to-month basis until a new contract is negotiated.

2.    Stock Options

      In 2000 the Company granted 300,000 stock options under the Plan. These
      options expired, unexercised in 2002.

3.    Stock Grants

      On April 5, 2002 the Company issued from treasury 200,000 common shares
      under the Stock Grant Program established June 30, 1995. The cost of the
      issue was recorded at the common stock's par value of $0.001 per share and
      reported in the Office and Administrative expenses shown on the Statements
      of Operations and Deficit. The average trading sale price of the stock
      over the preceding 60 days prior to their issue was $0.03 per common
      share.

Stock Option Plan and Stock Grant Program

In June 1995 the Company adopted a non-qualified stock option plan and a stock
grant program with the following provisions:

      Stock Option Plan(1)

      The Company has reserved 300,000 shares of its authorized Common Stock for
      issuance to key employees and consultants of the Company and affiliates.
      Under this plan, no employee may receive more than 100,000 stock options.
      Options are non-transferable and expire if not exercised within two years
      from the date of issue.

      The options are issuable to officers, key employees and consultants in
      such amounts and prices as determined by the Board of Directors.

      On May 18, 2000, under the Stock Option Plan established June 30, 1995,
      the Company issued 300,000 Stock Options which entitle the Optionee to
      purchase one fully paid common share of the Company at the price of $0.05
      per common share for a period of two years from the date of granting.

      On May 18, 2000 the Company's shares traded on the OTC Bulletin Board at
      $0.055 on a volume of 43,500 shares. These options were not exercised and
      expired in 2002.

      Stock Grant Program (1)

      The Company has reserved 300,000 shares of its authorized Common Stock for
      issuance to key employees and directors. Under this plan, no employee may
      receive more than 100,000 shares. The program requires the employee to
      remain in the employ of the Company for at least one year following the
      grant and to agree not to engage in any activity that would be considered
      in competition with the Company's business. If the employee violates any
      one of these conditions the

                                      - 8 -


<PAGE>

      ownership of the shares issued under the program shall revert back to the
      Company. The shares issued under the program are non-transferable, except
      for transfers back to the Issuer, for a period of one year from the date
      of issue. As of December 31, 1996, a total of 100,000 shares had been
      granted to five directors pursuant to this plan. No further grants have
      been made.

      On May 18th, 2000, under the Stock Grant Program (1) established June 30,
      1995, the Company authorized the issuing of common stock as follows:

            Larry Fix      50,000 common shares at par value of $0.001 per share
            Lloyd Mear     75,000 common shares at par value of $0.001 per share
            Edward Renyk   75,000 common shares at par value of $0.001 per share

            On April 5, 2002 this common stock was issued from the treasury of
            the Company.

      (1)   Incorporated by reference to the Company's Form 10-SB, Commission
            File No. 0-25786.

Board Compensation

The Board, from time to time, is authorized to establish compensation for the
Directors, but none has been set at this date. All of the directors are
reimbursed for their expenses incurred in connection with their attendance at
Board of Directors meetings.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of February 28, 2002, by its
executive officers and directors, both individually and as a group, and by each
person known by the Company to own more than 5% of the outstanding Common Stock.

                                                  Number of      Percentage of
Name                                          Shares owned (1)  Shares Owned (2)
--------------------------------------------------------------------------------
Noble Metal Group Incorporated (3)               1,941,000         31.65%
801-409 Granville Street
Vancouver, BC, Canada  V6C 1T2
--------------------------------------------------------------------------------
Edward D. Renyk                                    425,000          6.93%
5391 Blundell Rd
Richmond, BC, Canada  V7C 1H3
Director, President & Chief Financial Officer
--------------------------------------------------------------------------------
John J. McIntyre                                   390,000          6.36%
McIntyre Winteringham
1501 - 543 Granville St
Vancouver, BC, Canada  V6C 1X8
--------------------------------------------------------------------------------
Lloyd Mear                                         145,000          2.36%
5391 Blundell Rd
Richmond, BC, Canada  V7C 1H3
Director
--------------------------------------------------------------------------------
Larry Fix                                           50,000            --
7260 Heather Street
Richmond, BC, Canada  V6Y 2P6
Director, Secretary
--------------------------------------------------------------------------------
Officers and Directors                             620,000         10.11%
as a Group (3 persons)
--------------------------------------------------------------------------------

                                      - 9 -



<PAGE>

--    Less than 1%

(1)   Unless otherwise indicated all shares are held of record by the beneficial
      holders named above.

(2)   Based upon 6,133,500 shares of Common Stock outstanding on December 31,
      2000.

(3)   Noble Metal Group Incorporated is a corporation publicly traded on the
      Canadian TSX Venture Exchange. Information extracted from public web sites
      pertaining to Noble on March 18, 2003 shows the authorized capital as
      100,000,000 shares without par value, of which 43,735,119 were issued and
      outstanding. Known owner(s) of 5% or more of the outstanding share capital
      extracted from the same sites was Dorothy Dennis who held 5,602,047 shares
      as of March 05, 2003 representing 10.5%.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.


                                     - 10 -

<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

The following are filed as part of this Report:

3.1         Certificate of Incorporation of the Registrant (1)

3.2         Certificate of Amendment dated June 23, 1989 to Certificate of
            Incorporation (1)

3.3         Certificate of Amendment dated June 1, 1995 to Certificate of
            Incorporation (1)

3.4         Certificate for Renewal and Revival of Charter dated June 1, 1995
            (1)

3.5         By-laws of the Registrant (1)

4.1         Form of Common Stock Certificate (1)

10.1        Agreement to Exchange Assets for Stock (1)

10.2        Operating Agreement (1)

10.3        Extension Agreement between the Registrant and Noble dated September
            1, 1995 (1)

10.4        Second Extension Agreement between the Registrant and Noble dated
            April 30, 1996 (1)

10.5        Satisfaction of Debt with Stock-Noble Metal Group Incorporated (1)

10.6        Modification and Extension Agreement between Registrant and Noble
            dated July 1996 canceling $1,000,000 obligation and further
            extending date for payment of $954,500 in consideration for
            agreement to deliver 3,421 ounces of gold (1) 10.7 Agreement of
            Business Combination by Exchange of Assets for Stock Regarding Place
            Lease #1160 between the Registrant and Dorothy Dennis (1)

10.8        Extension Agreement between the Registrant and Dorothy Dennis dated
            April 30, 1996 (1)

10.9        Satisfaction of Debt with Stock - Dorothy Dennis (1)

10.10       Satisfaction of Debt with Stock - E.D. Renyk (1)

10.11       Satisfaction of Debt with Stock - J.J. McIntyre (1)

10.12       Stock Option Program (1)

10.13       Stock Grant Program (1)

10.14       Employment Agreement of Edward D. Renyk (1)

10.15       Second Extension Agreement between Registrant and Dorothy Dennis
            dated October 1996 (1)

10.16       Modification and Extension Agreement between the Registrant and
            Noble Metal Group Incorporated dated March 9, 1999 (2)

10.17       Extension Agreement between the Company and Dorothy Dennis dated
            March 30, 1999 (2)

10.18.1     Letter of Intent between the Company and Cyber Centers.com, Inc.
            dated July 6, 1999 (2)

10.18.2     Addendum dated July 28, 1999 to Letter of Intent (2)

10.19       Recission and Release Agreement between the Company and Noble Metal
            Group Incorporated effective December 31, 1999 (2)

10.20       Release Agreement between the Company and Dorothy Dennis dated the
            17th day of February, 2000 (2)

16.1        Letter of former Accountant (2)

24.1        Consent of W.G.T. Consultants Ltd. (1)

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

      (1)   Incorporated by reference to the Company's Form 10-SB, Commission
            File No. 0-25786

      (2)   Incorporated by reference to the Company's Form 10-KSB, Commission
            FPA Code No. 1005477-00 007923


                                     - 11 -


<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Dated: March 19, 2003

                                    NAPTAU GOLD CORPORATION
                                    (Registrant)


                                    By: /s/ Edward D. Renyk
                                       -----------------------
                                    Edward D. Renyk, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

Signature                     Title                              Date
---------                     -----                              ----
/s/ Edward D. Renyk           President, Director and            March 19, 2003
-----------------------       Principal Accounting Officer
Edward Renyk


/s/ Lloyd Mear                Director                           March 19, 2003
----------------------
Lloyd E. Mear


/s/ Larry Fix                 Secretary, Director                March 19, 2003
----------------------
Larry Fix


                                     - 12 -