SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549
                                ________________

                                    FORM 10-K

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

                   For the fiscal year ended January 31, 2004
                        Commission file number:  0-21968

                          JAGUAR RESOURCES CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

             BRITISH COLUMBIA                      76-0195574
 (State or Other Jurisdiction of     (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                          800 Bering Drive, Suite 208
                              Houston, Texas 77057
          (Address of Principal Executive Offices, including Zip Code)
                                 (713) 785-1278
              (Registrant's Telephone Number, Including Area Code)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
   TITLE OF EACH CLASS                 NAME OF EXCHANGE ON WHICH REGISTERED
   -------------------                 ------------------------------------
         None                                            None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                               TITLE OF EACH CLASS
                               -------------------
                                  COMMON STOCK

Indicate  by  check  mark  whether  the  registrant:  (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
registrant  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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form  10-K. X

     As  of  April  19, 2004, the aggregate market value of voting stock held by
non-affiliates of the Registrant, based on the closing price of the Common Stock
of the Registrant quoted on the TSX Venture Exchange was $40,584,600 (Canadian).
For purposes of calculating this amount, only directors, officers and beneficial
owners  of  5%  or  more of the capital stock of the Registrant have been deemed
affiliates.

Number of shares of Registrant's Common Stock outstanding as of April 19, 2004:
                                   36,073,871
                   Documents  incorporated  by  reference:  None.
<PAGE>

<TABLE>
<CAPTION>


                                   JAGUAR RESOURCES CORPORATION.
                                             FORM 10-K
                                         TABLE OF CONTENTS
  ITEM                                                                                      PAGE
NUMBER                                                                                     NUMBER
------                                                                                     ------

                                                PART I
<S>                            <C>                                                              <C>
Item 1.                        Business                                                          1
Item 2.                        Properties                                                        3
Item 3.                        Legal Proceedings                                                 6
Item 4.                        Submission of Matters to a Vote of Security Holders               6



                                                PART II

Item 5. . . . . . . . . . . .  Market For Registrant's Common Stock and
                                 Related Stockholder Matters                                     6
Item 6.                        Selected Financial Data                                           9
Item 7. . . . . . . . . . . .  Management's Discussion and Analysis of Financial Condition and
                                 Results of Operations . . .                                    10
Item 7A.                       Quantitative and Qualitative Disclosures About Market Risk       13
Item 8.                        Financial Statements and Supplementary Data                      13
Item 9. . . . . . . . . . . .  Changes in and Disagreements with Accountants on Accounting and
                                 Financial Disclosure. . . .                                    13
Item 9A.                       Controls and Procedures                                          13

                                                PART III

Item 10.                       Directors and Executive Officers of the Registrant               14
Item 11.                       Executive Compensation                                           15
Item 12.                       Security Ownership of Certain Beneficial Owners and Management   17
Item 13.                       Certain Relationships and Related Transactions                   18
Item 14.                       Principal Accounting Services and Fees                           19


                                                PART IV

Item 15.                       Exhibits, Financial Statement Schedules, and Reports on 8-K      19






</TABLE>
<PAGE>

ITEM  1.  BUSINESS
          --------

GENERAL  INFORMATION

     Jaguar  Resources  Corporation,  formerly  Star  Resources  Corp.,  ("the
Company")  is  engaged  in  the  business  of  exploring  for and, if warranted,
developing  mineral  properties and is concentrating its current acquisition and
exploration  efforts  on  those properties which the Company believes have large
scale gold potential.  The Company leases interests in properties located in the
Tapajos  Gold  District  of  Brazil's  northerly  Para  State  (collectively the
"Properties").

     The  Company  has two wholly-owned subsidiaries; Jaguar Resources do Brasil
Ltda.,  a  Brazilian  corporation,  and  Star  U.S. Inc., a Delaware corporation
("Star").  Star  in  turn  owns 100% of the stock of three corporations, Diamond
Exploration,  Inc.  and  Continental  Diamonds, Inc., both of which are Arkansas
corporations  ("DEI"  and  "CDI", respectively), and Diamond Operations, Inc., a
Delaware  corporation ("DOI").  All references to the Company herein include its
subsidiaries  unless  otherwise  noted.  The  Company's  Consolidated  Financial
Statements  referred  to  herein  also  include its subsidiaries.  The Company's
fiscal  year  ends  January  31.

     The  Company's  principal office is located at 800 Bering Drive, Suite 208,
Houston,  Texas 77057.  The Company had three (3) full-time employees at January
31,  2004; however, the Company retains consultants, independent contractors and
part-time employees on an as-needed basis in connection with its exploration and
development  activities.

     The  Company  was  incorporated under the Company Act (British Columbia) on
March  12,  1986.  The authorized capital of the Company consists of 100,000,000
shares  of  common  stock  without  par  value  (the  "Common  Stock"), of which
36,073,871  shares were issued and outstanding as of April 19, 2004.  The Common
Stock  of  the  Company  ranks  equally  as  to  dividends,  voting  rights  and
participation  in assets and is traded under the symbol "JRS" on the TSX Venture
Exchange.

     Unless  otherwise  stated  herein,  all  monetary  amounts are expressed in
Canadian dollars.  At April 20, 2004, the exchange rate for conversion to United
States  dollars was $1.00 (Canadian) = U.S. $ 0.7389.  Historical exchange rates
for  the  last  five  years  are  set  forth  in  Item  6  at  page  10.

     The  Company  is  subject  to substantial risks with respect to exploration
activities  and  will  require  additional capital during fiscal 2005 to conduct
additional  property  exploration  activities  and  to  fund  general  and
administrative  expenses.  See  "Certain  Risk  Factors"  and  "Management's
Discussion  and  Analysis  of  Financial  Condition  and Results of Operations".

OPERATING  HISTORY  AND  DEVELOPMENT

     The  Company  became  a public company in January 1988 when it undertook an
initial  public  offering  of  its  Common Stock in British Columbia, Canada and
became  listed  on  the  Vancouver  Stock  Exchange,  the predecessor to the TSX
Venture  Exchange.  From  inception  and  prior  to 1988 the Company had limited
business  activities  and  through  1993  explored and abandoned several mineral
properties.  During  fiscal  1993,  the Company elected to pursue prospects with
the  potential  for  commercial  diamond  production.

     The Company completed three acquisitions in fiscal 1993 consistent with its
focus  on diamond exploration prospects, including acquisitions of the "Arkansas
Properties"  (defined  below).  During  fiscal  1995  through  2003, the Company
completed  additional  acquisitions  in Arkansas and directly managed and funded
exploration  efforts on certain Arkansas Properties.  In fiscal 2003 the Company
decided  to  cease  exploration  efforts  in  Arkansas  due  to  disappointing
exploration  results,  and  began  to  pursue  mineral  exploration  prospects,
particularly  gold  prospects  in South America.  During fiscal 2004 the Company
acquired  the  mineral rights to two properties in Brazil, the Tocantinzinho and
Mamoal  Properties,  as  described  below.  The  Company will continue to pursue
mineral  exploration  prospects  on  a  worldwide  basis as opportunities arise,
subject  to  adequate  acquisition  and  exploration  funding.

                                        1
<PAGE>

     Since its inception, the Company has no revenues from operations other than
rental  income  from the Company's Diamond Recovery Plant ("the Plant") totaling
$1,079,000,  which  was received during the three fiscal years ended January 31,
1999.  In  March  2003  the Company sold the Plant to a third party for $350,000
(U.S.).

CERTAIN  RISK  FACTORS

     The  Company's  business  plan  to acquire additional exploration prospects
and,  if  warranted,  undertake development and mining operations are subject to
numerous  risks  and  uncertainties,  including  the  following:

     LACK  OF  PROVEN  PROPERTIES  AND  INSUFFICIENT EXPLORATION AND DEVELOPMENT
FUNDS.  At  this  point, all of the Company's exploration prospects and property
interests  (collectively  the "Properties") are gold prospects in Brazil.  While
the  Company  has  sufficient  funds to complete the exploration phase currently
underway,  additional funds will be necessary in order for the Company to pursue
further  exploration  on  its  existing  properties  and  to acquire and develop
additional exploration prospects.  Certain of the Company's planned expenditures
are  discretionary  and may be increased or decreased based upon funds available
to  the  Company.

     As of January 31, 2004, the Company had sufficient cash to fund general and
administrative expenses anticipated during fiscal 2005.  As discussed above, the
Company  will be required to raise additional capital for additional exploration
activity on its existing properties and acquisition of new exploration prospects
during  fiscal  2005.  There  can  be  no assurance that additional funds can be
raised.  See  "Item  7.  Management's  Discussion  and  Analysis  of  Financial
Condition  and  Results  of  Operations"  (hereinafter referred to as "MD & A").

     ENVIRONMENTAL  LAWS.  The exploration programs conducted by the Company are
subject  to  national,  state  and/or  local regulations regarding environmental
considerations  in  the  jurisdiction  where  they are located.  Most operations
involving  exploration or production activities are subject to existing laws and
regulations  relating  to exploration and mining procedures, reclamation, safety
precautions,  employee  health  and  safety, air quality standards, pollution of
stream  and  fresh  water  sources,  odor,  noise, dust, and other environmental
protection controls adopted by federal, state and local governmental authorities
as well as the rights of adjoining property owners.  The Company may be required
to prepare and present to federal, state or local authorities data pertaining to
the effect or impact that any proposed exploration or production of minerals may
have upon the environment.  All requirements imposed by any such authorities may
be  costly,  time  consuming,  and  may  delay  commencement  or continuation of
exploration  or production operations.  However, at this time, the Company is in
the  exploration  stage  with  respect  to  all  of  its Properties and does not
anticipate  preparing  environmental impact statements or assessments until such
time  as  the  Company  believes  one or more of its Properties will prove to be
commercially  feasible.

     LIMITED  EXPLORATION PROSPECTS.  The Company's existing properties are gold
prospects  in  Brazil.  Accordingly,  the  Company  does  not have a diversified
portfolio  of exploration prospects either geographically or by mineral targets.

     TITLE  TO  PROPERTIES.  The  Company  cannot  guarantee title to all of its
Properties  as the Properties may be subject to prior unregistered agreements or
transfers  or  native  land  claims,  and  title  may  be affected by undetected
defects.  The  Company  does  not  maintain  title  insurance on its properties.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain  statements  in  this  Form 10-K under "Item 1. Business", "Item 2.
Properties", "Item 3. Legal Proceedings", and "Item 7. MD & A" and other factors
which  may  cause the actual results, performance or achievements of the Company
to  be materially different from any future results, performance or achievements
expressed  or implied by such forward-looking statements.  Such factors include,
among  others,  the  following:  general  economic  and  business  conditions;
competition;  success  of  operating  initiatives;  the success of the Company's
exploration  and development operations on its Properties; the Company's ability
to  raise  capital  and  the  terms  thereof;  the  acquisition  of  additional
properties;  the continuity, experience and quality of the Company's management;
changes  in  or  failure  to  comply  with government regulations or the lack of
government  authorization  to continue the Company's projects; and other factors
referenced  in  this  Form  10-K.  The  use  in  this Form 10-K of such words as

                                        2
<PAGE>

"believes", "plans", "anticipates", "expects", "intends" and similar expressions
are  intended  to identify forward-looking statements, but are not the exclusive
means  of  identifying such statements.  The success of the Company is dependent
on  the  efforts of the Company, its employees and many other factors including,
primarily, its ability to raise additional capital and establishing the economic
viability  of  its  exploration  Properties.

ITEM  2.  PROPERTIES
          ----------

     Currently,  all of the Company's Properties are located in the Tapajos Gold
District  of  Brazil's  northerly  Para  State.  The  general  location  of  the
Company's  Brazilian  Properties is shown on the map provided below.  The map is
followed  by  a description of the Company's rights and interests in each of the
Properties,  including  those  Properties  in  the  State  of Arkansas where the
Company's  rights  and  interests  have  expired.

                               [GRAPHIC  OMITED]

                                        3
<PAGE>

BRAZILIAN  PROPERTIES

Tocantinzinho  Properties

In  August  2003  the  Company  acquired the mineral rights to a total of 28,275
hectares  in  the  Tapajos  gold district in Para State, Brazil under an option
agreement  with  two  individuals.  The option agreement entitles the Company to
acquire  a 100% interest in the Tocantinzinho Properties over a four-year period
in  consideration for the staged payment of $465,000 (U.S.), the staged issuance
of  2,600,000  shares  of  the Company and the expenditure of $1,000,000 (U.S.).
The  Company received approval for the acquisition from the TSX Venture Exchange
in  August 2003 and made the initial payment required by the option agreement to
the  optionors, consisting of 1,100,000 common shares of the Company and $75,000
(U.S.).  The  Company  made  the  second  option  payment, consisting of 200,000
common  shares  of  the  Company  and  $30,000  (U.S.),  in  February  2004.

The  additional  total  commitment under the option agreement is as follows (all
amounts are in U.S. dollars):  $70,000 and 400,000 common shares of the Company,
$40,000  and  200,000  common shares of the Company, $130,000 and 200,000 common
shares of the Company, and $150,000 and 700,000 common shares of the Company for
the  2005,  2006, 2007 and 2008 fiscal years, respectively.  A total of $300,000
(U.S.)  must  be  expended  by  July  31,  2004.

Additionally,  the  option agreement requires the Company to assume all existing
mineral  lease  obligations of the optionors to the owners of the mineral rights
of  the  Tocantinzinho  Properties  (the  "Underlying  Agreements")  totaling
$1,600,000  (U.S.)  over  a  four-year  period.  The lease commitments under the
Underlying Agreements are as follows (all amounts are in U.S. dollars): $35,000,
$80,000,  $120,000,  $160,000  and  $1,205,000 in fiscal years 2004, 2005, 2006,
2007  and  2008,  respectively.  The  Company  paid  the lease payments totaling
$35,000  (U.S.)  during  fiscal  2004.  One  of  the  optionors  entered  into a
consulting agreement with the Company for an 18-month period at a rate of $7,000
(U.S.)  per  month.  The  payments  under  the  option agreement, the Underlying
Agreements and the consulting agreement are considered expenditures for purposes
of  meeting  the  required  total  and initial annual expenditures of $1,000,000
(U.S.)  and $300,000 (U.S.) discussed above.  The option agreement is cancelable
by  the  Company  without  obligation  other than the initial payment of $75,000
(U.S.)  and  1,100,000  shares  of  the  Company and the expenditure of $300,000
(U.S.)  by  July  31,  2004.

The optionors are entitled to a sliding scale net smelter return royalty ranging
from  2.5%  for gold prices below $400 (U.S.) per ounce and 3.5% for gold prices
in  excess of $500 (U.S.) per ounce.  Royalties will be reduced by the amount of
any  royalties  payable  to  underlying  owners  and  the  Government of Brazil.

The  Company  commenced  a  Phase I drilling program on the project in February,
2004.  The  Phase  I  program is targeting primary gold mineralization below the
strong  eluvial and primary surface mineralization that has been mined since the
early  1960s.  This phase, including eight inclined holes totaling approximately
1700  meters,  will  aim  at  intersecting  steeply dipping mineralized zones at
anticipated  depths  of  between 150 and 200 meters.  The Company received assay
results  from  438  samples  from  the  first  four  diamond  drill holes of the
eight-hole  Phase  I  drilling program at the Tocantinzinho Properties in April,
2004.

All  four  drill  holes  intercepted  mineralization,  with  the best intercepts
assaying 170.2 meters @1.84g/t gold in Hole # 4, and 91.9 meters @ 1.01 g/t Gold
in Hole # 1.  Both holes bottomed in mineralization, and the target remains open
along  strike.  In addition, holes #2 and #3 penetrated tailings (that have been
processed  and  reprocessed  by  primitive  artisanal  methods),  which reported
tailings  values  of  19.82  meters @ 2.15 g/t Gold, and 10.68 meters @ 1.36 g/t
gold.  This indicates that the significant quantity of tailings on this property
is  an  additional  resource,  which  will  be  pursued  during  fiscal  2005.

Mamoal  Property

The  Company  acquired the mineral rights to the 10,000 hectare Mamoal Property,
located  30  kilometers  southeast of the Company's Tocantinzinho Properties, in
December 2003.  The Company has an option to acquire 100% of the Mamoal Property
by  payment  of  a  total of $300,000 (U.S.) over three and one half years.  The
Company  may  terminate  the  option  agreement  at  any  time  without  further
obligation.  The  initial  $10,000  (U.S.)  payment  was  made by the Company in

                                        4
<PAGE>

December  2003,  and  the  exploration  research license has been transferred to
Jaguar Resources do Brasil Ltda.  The remaining lease commitments are as follows
(all  amounts  are in U.S. dollars):  $25,000, $45,000, $65,000, and $155,000 in
fiscal  years  ending  January 31, 2005, 2006, 2007 and 2008, respectively.  The
Company  may  acquire  the Mamoal Property at any time by accelerating the lease
payments.

ARKANSAS  PROPERTIES

Black  Lick  and  Twin  Knobs  II  Properties

In  December  1999,  the  Company  entered  into an agreement with a third party
lessor to lease the undersurface rights below 480 acres in Pike County, Arkansas
located  adjacent  to  the  Company's American Mine Property.  The consideration
paid  for  the  lease  was $50,000 (U.S.), 500,000 shares of the Company and the
transfer  to the lessor of the surface rights to the 480 acres which the Company
purchased  from  a  second  third party for approximately US$313,000.  The lease
grants the rights to explore, develop and extract diamond bearing material lying
below  overburden  and  the  upper  50 feet of diamond bearing material on those
areas  for  which  the  surface rights have been acquired and transferred to the
lessor.  The  primary  term  of the lease is five years plus two year extensions
and  will continue so long as there is commercial production.  Royalties include
2%  of  gross  sales  subject  to a minimum of $48,000 (U.S.) per year after the
first  seven  years.  The Company has the right to use the surface for plant and
other  facilities  for  additional  royalties.

During  fiscal  2001  through  fiscal 2003, the Company commenced an exploration
program,  consisting  of  drilling and bulk sampling, to assess these prospects.
Core samples totaling 15,585 feet were taken from 45 drilling locations on these
properties.  An  analysis  of a total of 238kg of lamproite from three different
core  samples  from  the  American Mine Property and the Black Lick Property was
performed  and produced 14 microdiamonds and one macrodiamond.  In July 2001 the
Company  excavated  a bulk sample of approximately 10,000 tons on the Black Lick
Property,  and approximately 2,000 tons of the bulk sample was processed through
the  Company's diamond sampling plant.  Three diamonds with a total carat weight
of  0.38  were  recovered,  which  was  significantly  less than the Company had
anticipated.

During  fiscal 2003, the Company recovered several microdiamonds from drill core
from  the  Black  Lick  and American Mine Properties which were processed at the
Diamond  Recovery  Plant.  In  May  2002 the Company drilled a total of 11 auger
holes,  each  five  feet  in  diameter,  on  the  American  Mine, Black Lick and
Kimberlite  Properties.  Most  of  drilling was not successful as the holes were
terminated  short  of  their target depths by hard sandstone blocks, which could
not be penetrated by the auger.  In the third quarter of fiscal 2003 the Company
completed  eleven  wide  diameter  holes  on  the  American  Mine and Black Lick
Properties  and  bulk sampled approximately 900 tons of material.  Bulk sampling
revealed  no  macrodiamonds.  In  December  2002,  based  upon  the  cumulative
exploration  results  obtained  on the Arkansas Properties, the Company made the
decision to cease exploration efforts in Arkansas.  Accordingly, the capitalized
costs related to the Black Lick and Twin Knobs II properties totaling $2,512,500
were  written  off  in  the  third  quarter  of  fiscal  2003.

American  Mine  Property

Pursuant  to  an  agreement  dated November 4, 1992, DEI was granted a permit to
explore  a  mineral  property  located  in Pike County, Arkansas.  The Company's
Diamond  Recovery  Plant was located on this leased property.  In November 1996,
the  Company  exercised  its  option to lease the property for 10 years upon the
payment of $125,000 (U.S.).  Yearly payments of $25,000 (U.S.) were required for
each  of the four years after the first year and $40,000 (U.S.) per year for the
following  five  years,  plus  an  additional $7,500 (U.S.) per year for surface
rentals  related  to  the  Plant.  Sampling  was  performed on the American Mine
property  in  the first quarter of fiscal 1998.  The Company excavated a 100-ton
sample  during fiscal 1998, and a total of 51 diamonds with a total carat weight
of  9.591  were  recovered, including two stones greater than one carat.  During
fiscal  2003  sampling  was  conducted  on this property in conjunction with the
sampling  performed  on  the  Black Lick Property as discussed above.  The lease
payment  of  $47,500(U.S.),  due  November 1, 2002, was not made by the Company.
Due  to  the  lease  expiration and the exploration results discussed above, the
capitalized  costs  related to the American Mine Property totaling $450,823 were
written  off  in  the  third  quarter  of  fiscal  2003.

                                        5
<PAGE>

In  March  2003 the Company sold the Plant to a third party for $350,000 (U.S.).
In  conjunction  with  the sale, the third party paid the lessor of the American
Mine  Property  $47,500  (U.S.)  on behalf of the Company in order to extend the
Company's  lease on the property through October 31, 2003.  The Company recorded
a  reserve  for  leasehold  reclamation  costs  of  approximately  $150,000,
representing  the  estimated  costs  of  the Company's obligation to restore the
Arkansas properties to their original condition prior to lease expiration and to
perform  reclamation  activities as required by Arkansas regulatory authorities.
The  Company  allowed  the  lease  to  expire  effective  November  1,  2003.

Kimberlite  Mine  Property

In  November  1998,  the  Company  executed  a lease on certain property in Pike
County,  Arkansas  with  a  two-year term ending November 14, 2000 by payment of
$15,000  (U.S.).  The Company extended the lease to November 14, 2002 by payment
of  an  additional  $15,000  (U.S.)  in November 2000.  The Company allowed this
lease  to  expire  in  November 2002, and the capitalized costs totaling $84,034
were  written  off  in  the  third  fiscal  quarter  of  2003.

Southwest  Properties

In  June  1994,  the Company acquired from an unrelated company its rights under
fifteen  mineral  leases located in the southwestern region of Arkansas covering
approximately  2,000 acres.  The original dates of the leases were from May 1992
to  August 1992, with terms from 10 to 20 years.  In fiscal 2002 and fiscal 2003
the  Company elected not to renew selected leases, and, accordingly, write-downs
representing  all  prior  acquisition  costs  totaling  $86,067  and  $59,020,
respectively,  were  recorded.  The  capitalized  costs related to the remaining
active  leases  totaling $35,349 were written off in the third quarter of fiscal
2003  based upon the Company's decision to cease exploration efforts in Arkansas
as  discussed  above.

DIAMOND  RECOVERY  PLANT

     In  1993,  the Company contracted to obtain the Diamond Recovery Plant with
complete  process  design  and  specific  modules  supplied  from  E.L.  Bateman
Engineering,  a  South  African  based  company  with  worldwide  experience  in
designing  and  building  diamond recovery plants.  The Plant was located on the
American  Mine  Property.  The  Company utilized the Plant during its testing of
its  Arkansas  properties  from  1994 through 2003.  Additionally, the Plant was
used  to  process  bulk  samples for a third party in fiscal 1999.  As discussed
above,  the  Plant  was sold in March 2003 to a third party for $350,000 (U.S.).

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

     Except  as  described in Note 10 of the Notes to the Company's Consolidated
Financial  Statements  incorporated  by  reference  into Part II. Item 8 hereof,
there  are  no material pending legal proceedings to which the Company or any of
its  subsidiaries  is a party or to which any of their property is subject.  The
Company  is involved from time to time in claims arising in the normal course of
business.

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

None.

ITEM  5.  MARKET  FOR  REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
          --------------------------------------------------------------
          MATTERS
          -------

     The  Company's  Common  Stock  is  listed on the TSX Venture Exchange ("the
TSX") in British Columbia, Canada under the symbol "JRS" ("SRS through September
17, 2003).  The Company's Common Stock is not traded on an exchange or market in
the  United  States.  The  high  and  low  sales prices (in Canadian dollars) as
quoted  on  the  TSX for the below referenced quarterly periods were as follows:

                                        6
<PAGE>

<TABLE>
<CAPTION>


                             Price Range of Common Stock
                             Fiscal Year Ended January 31
                             ----------------------------
                                 2004         2003
                                 ----         ----
<S>                           <C>   <C>      <C>   <C>

Fiscal Quarter Ended          High  Low      High  Low
--------------------          ----  ----     ----  ----
April 30 . . . . . .          0.25  0.07     0.85  0.16
July 31. . . . . . .          0.35  0.20     0.75  0.21
October 31 . . . . .          0.47  0.25     0.32  0.09
January 31 . . . . .          0.54  0.35     0.19  0.07
</TABLE>

     The  closing price of the Company's Common Stock was $1.24 (Canadian) as of
April  19,  2004  on  the  TSX  Venture  Exchange.

     At April 19, 2004, there were 135 holders of record of the Company's Common
Stock including 106 in the United States who collectively held 22,766,237 shares
representing  63%  of  the  total  number of issued and outstanding shares.  The
Company  believes  it has in excess of 300 beneficial owners of its Common Stock
residing  in  the United States and Canada based on the number of record holders
and  individual  participants  in  security  position  listings.

DIVIDEND  POLICY

     The  Company has never declared or paid cash dividends on its Common Stock.
The  Company  presently intends to retain cash for the operation and development
of its business and does not anticipate paying cash dividends in the foreseeable
future.  A  future determination as to the payment of dividends will depend on a
number  of  factors,  including  future  earnings,  capital  requirements,  the
financial  condition  and prospects of the Company and such other factors as the
Board  of  Directors  of  the  Company  deems  relevant.

FOREIGN  CONTROLS

     The  Company  is  not aware of governmental laws, decrees or regulations in
Canada  restricting  the import or export of capital or affecting the remittance
to  the  United  States of interest, dividends or other payments to non-resident
holders  of  the  Company's  Common Stock.  However, the payment or crediting of
interest  or  dividends  to United States residents may be subject to applicable
withholding  taxes  at  a  rate  prescribed  by  the  Income Tax Act (Canada) as
modified  by  the provisions of the Canada-United States Income Tax Act (Canada)
and as further modified by the provisions of the Canada-United States Income Tax
Convention,  1980  (see  "Taxation"  below).

     Except  as  provided in the Investment Canada Act (the "ICA"), there are no
limitations under the laws of Canada, the Province of British Columbia or in the
charter  and organizational documents of the Company on the right of nonresident
or  foreigner  owners  to  hold  and/or  vote  the  shares  of  the  Company.

     The  ICA  applies  when a "non-Canadian" individual or entity or controlled
group  of  entities  as  defined  in  the  ICA proposes to make an investment to
acquire  control  of  a  Canadian  business  enterprise,  either  directly  or
indirectly,  and  by  way  of  purchase  of voting shares of a corporation or of
substantially  all  of  the assets used in the Canadian business enterprise.  An
investment  in  voting shares of a corporation is deemed to be an acquisition of
control  where  more than 50% of the voting shares are acquired.  An acquisition
of less than one-third of the voting shares of a corporation is deemed not to be
an  acquisition  of control and an acquisition of between one-third and one-half
of  the  voting  shares  of  a  corporation  is presumed to be an acquisition of
control  unless  it  can  be  established  that the acquisition does not in fact
result  in  control  of  the  corporation  by  the  investor.

                                        7
<PAGE>

     An  investment  to  acquire  control of a Canadian business enterprise, the
gross  assets  of which exceed certain thresholds, must be reviewed and approved
under  the  ICA  before  implementation.  An  investment to acquire control of a
Canadian  business  enterprise, the gross asset value of which falls below these
threshold  amounts,  is one in respect of which notification must be given under
the  ICA  although  approval  is  not  required  prior  to implementation of the
investment.   NAFTA  Investors,  (i.e.)  investors who are nationals, other than
Canadian,  as  defined  in  the  North  American  Free  Trade Agreement, are not
considered  for  the  purposes  of  the  ICA  to  be  "non-Canadian".

TAXATION

     Dividends.  Generally,  dividends  paid  by  a  Canadian  corporation  to
non-resident  shareholders  are,  under the Income Tax Act (Canada) (the "ITA"),
subject  to  a withholding tax of 25%.  However, paragraph 2 of Article X of the
Canada-United  States  Income  Tax Convention (1980) (the "Treaty") provides for
the  following  maximum  withholding  tax  rates:

     a) 10% of the gross amount of the dividends if the beneficial owner of such
     dividends  is a U.S. resident company which owns at least 10% of the voting
     stock  of  the  corporation  paying  the  dividends;  and

     b) 15%  of  the  gross  amount  of  the  dividends  in  all  other  cases.

     Subject  to  certain limitations and exceptions, U.S. resident shareholders
of  a  Canadian  corporation may be entitled to a credit for all or a portion of
such  withholding taxes in computing their U.S. federal and possibly their state
income  tax  liability.

     Dividends paid by a Canadian corporation to shareholders resident in Canada
will  not  be  subject to withholding tax.  Any dividends received by a Canadian
resident  on shares of the Company will be treated for tax purposes as dividends
from  a taxable Canadian corporation.  Accordingly, where a dividend is received
by  an individual resident in Canada, the individual will be entitled to claim a
federal  dividend  tax  credit,  equal  to  16  2/3% of the dividend.  Where the
dividend  is  received  by  a  corporation resident in Canada, the dividend will
normally be free of tax under Part I of the ITA but may be subject to refundable
tax  under  Part  IV  of  the  ITA.

     Disposition  of  Capital  Property.  If  shares  of  a  Canadian  public
     ----------------------------------
corporation  held  by  a non-resident shareholder constitute capital property to
that  shareholder,  the  disposition  of  such shares will not be subject to tax
under  the  ITA  unless the shares constitute "taxable Canadian property" to the
vendor.  Where  a non-resident shareholder or persons with whom the non-resident
shareholder does not deal at arm's length have, at any time during the five year
period  immediately  preceding  the  disposition, owned not less than 25% of the
issued  shares  of any class of the capital stock of the public corporation, the
shares  so  disposed  of will constitute "taxable Canadian property".  Under the
ITA, a disposition of shares that constitute taxable Canadian property will give
rise  to  a  capital  gain  (or a capital loss) equal to the amount by which the
proceeds  of disposition of such shares, net of any cost of disposition, exceeds
(or  is  less  than)  the  adjusted  cost basis of such shares to that investor.
Generally,  three-quarters  of  any  capital  gain  realized by an investor on a
disposition  or  a  deemed  disposition  of  such  a  shares must be included in
computing  his  Canadian  income  for  that  year  as  a  taxable  capital gain.
Three-quarters  of  any capital loss realized by an investor on a disposition or
deemed  disposition  of such a share in a taxable year may generally be deducted
from  his  Canadian  taxable  capital  gains  for  that  year.

     Any  gains  realized  by a non-resident shareholder from the disposition of
shares  which are taxable Canadian property may be exempt from tax under the ITA
by  virtue  of  Article XIII of the Treaty if, at the time of the disposition of
the  subject  shares,  the  value thereof was derived principally from something
other  than  direct  or  indirect  real  property  interests situated in Canada.

     Under  the  ITA,  the disposition of a share by an investor may occur or be
deemed to occur in a number of circumstances including on a sale or gift of such
share  or  upon  the  death  of  that  investor.

     The  initial  adjusted cost base of a share to an investor will be the cost
to  him of that share.  Under the ITA, certain addition or reduction adjustments
may  be required to be made to the cost base of a share.  The adjusted cost base

                                        8
<PAGE>

of  each  common  share  of a corporation owned by an investor at any particular
time  will be the average adjusted cost base to him of all common shares of that
corporation  owned  at  that  time.

     Subject  to  certain limitations and exceptions, U.S. resident shareholders
of  a  Canadian  corporation may be entitled to a credit for all or a portion of
any  capital  gain  taxation  in computing their U.S. federal and possibly their
state  income  tax  liability.

     In  general,  the  disposition  by  a shareholder resident in Canada of the
capital  stock  in  a  Canadian  corporation  will be subject to Canadian income
taxation  in  the same manner as rules described above relating to a disposition
of  share which constitute taxable Canadian property.  A shareholder resident in
Canada  may,  however,  be  entitled  to  a  capital  gains  exemption.  The ITA
provides,  for  residents of Canada, a cumulative lifetime exemption from income
tax  or  $100,000  of  qualifying  net  capital  gains.

     Disposition  of  Non-Capital  Property.  If the shares of a Canadian public
     ---------------------------------------
corporation  held  by  a non-resident do not constitute capital property to that
shareholder,  any  gains  realized  from  the  disposition thereof will be fully
taxable  under  the  ITA if their disposition arises in the course of a business
carried  on  by the shareholder in Canada.  Under the ITA, a shareholder will be
deemed  to  carry  on  business  in Canada in respect of particular shares if he
offers  them  for sale in Canada through an agent, including the Vancouver Stock
Exchange.  Under  the  Treaty,  any  business profits derived by a U.S. resident
shareholder of a Canadian public corporation from the disposition of the subject
corporation's  shares  will  only  be  taxable in Canada to the extent that such
profits  are  attributable  to  a  permanent establishment of the shareholder in
Canada.

     The  foregoing  discussion is a summary of certain tax considerations which
may  be  relevant  to  stockholders  of the Company, but it is not intended as a
substitute  for  personal  tax  planning  and  professional  tax  advice.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

     For  a  discussion  of  the  recent  sale of unregistered securities by the
Company,  see"  MD  &  A  -  Liquidity  and  Capital  Resources".

ITEM  6.  SELECTED  CONSOLIDATED  FINANCIAL  INFORMATION
          ----------------------------------------------

     The selected consolidated financial information set forth below for each of
the  five  years  ended  January 31, 2004 has been derived from the Consolidated
Financial  Statements  of  the  Company  prepared  in  accordance with generally
accepted  accounting  principles  in  Canada.  These  principles  are  also  in
conformity,  in  all  material  respects,  with  generally  accepted  accounting
principles  in  the United States except as described in Note 11 of the Notes to
Consolidated  Financial  Statements.  The  selected  consolidated  financial
information  should  be read in conjunction with the MD & A discussion below and
the  Consolidated  Financial  Statements  and  related notes thereto included on
pages 21 to 38 herein.  References in this Annual Report on Form 10-K to "Notes"
are  intended  to  refer  to  the Notes to the Consolidated Financial Statements
included  herein.

     Since  its formation, the Company has been in the exploration stage and its
activities  have  consisted  primarily  of  acquiring  interests  in  mineral
properties,  exploration  of  those  properties and acquiring financing for such
purposes.  Consequently, the Selected Consolidated Financial Information may not
indicate  the  Company's  future  financial  performance.  The  weighted average
number  of  common  shares outstanding and the net loss per common share for the
fiscal  years ending January 31, 2000 and 2001 have been restated to reflect the
consolidation  of  the  Company's  common  shares outstanding on a seven for one
basis  effective  November  27,  2001.

                                        9
<PAGE>
                               SELECTED  CONSOLIDATED  FINANCIAL  INFORMATION
                               ----------------------------------------------

<TABLE>
<CAPTION>
                                                            Fiscal Year Ended January 31
                                                            ----------------------------

                                                     2004      2003      2002      2001      2000
                                                   --------  --------  --------  --------  --------
                                                                (In Canadian dollars)
                                                  (000's except for net loss per common share data)
<S>                                                <C>       <C>       <C>       <C>       <C>
Writedown and abandonment of properties, plant
  and equipment . . . . . . . . . . . . . . . . .        -     3,142        86         -        22
Net loss. . . . . . . . . . . . . . . . . . . . .     (792)   (4,310)   (1,961)   (1,695)   (1,085)
Basic and diluted net loss per common share . . .    (0.04)    (0.26)    (0.21)    (0.20)    (0.20)
Weighted average common shares outstanding. . . .   21,350    16,439     9,142     8,388     5,441
Working capital (deficit) . . . . . . . . . . . .    1,722       (63)      376       379    (1,205)
Total assets. . . . . . . . . . . . . . . . . . .    2,819        96     3,516     3,132     1,770
Long-term debentures payable. . . . . . . . . . .        -     1,279     1,279         -         -
Deficit accumulated during the exploration stage.  (33,227)  (32,436)  (28,125)  (26,165)  (24,469)
Total shareholders' equity (deficit). . . . . . .    2,450    (1,557)    1,983     2,492        71
</TABLE>

EXCHANGE  RATES

     On  April  20,  2004,  the  noon  buying  rate  in  New York City for cable
transfers  in Canadian dollars, as certified for customs purposes by the Federal
Reserve  Bank  of  New York, was $1.00 (Canadian) = U.S. $0.7389.  The following
table  sets  forth, for each of the years indicated, additional information with
respect  to the noon buying rate for $1.00 (Canadian).  Such rates are set forth
as  U.S.  dollars per Canadian. $1.00 and are based upon the rates quoted by the
Federal  Reserve  Bank  of  New  York.

<TABLE>
<CAPTION>

<S>          <C>     <C>     <C>     <C>     <C>
Rate. . . .    2003    2002    2001    2000    1999
             ------  ------  ------  ------  ------
Last Day. .  0.7539  0.6542  0.6279  0.6669  0.6925
Average (1)  0.7289  0.6386  0.6446  0.6727  0.6744
High. . . .  0.7880  0.6619  0.6697  0.6936  0.6969
Low . . . .  0.6530  0.6200  0.6241  0.6410  0.6535
</TABLE>

(1)  The average rate means the average of the exchange rates on the last day of
each  month  during  the  year.

ITEM  7.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
             -------------------------------------------------------------------
          RESULTS  OF  OPERATIONS
          -------------------
     Results  of  Operations.

     -  For  the  Years  Ended  January  31,  2004,  2003  and  2002

     The Company is in the exploration stage and has no revenues from operations
other  than  rental  income  related  to  the  Diamond  Recovery Plant, totaling
approximately  $1,079,000  from inception through March 2003, when the Plant was
sold.  None of its Properties have proven to be commercially developable to date
and as a result the Company has not generated any revenue from these activities.
The  Company's existing Properties are gold prospects in Brazil, as discussed in
Note  3,  which  were  acquired  during  fiscal  2004.  The  Company capitalizes
expenditures  associated with the direct acquisition, evaluation and exploration
of  mineral properties.  When an area is disproved or abandoned, the acquisition
costs  and  related  deferred expenditures are written-off.  The net capitalized
cost  of  each  mineral  property  is  periodically  compared  to  management's
estimation  of  the net realizable value and a write-down is recorded if the net
realizable  value  is  less  than  the  cumulative  net  capitalized  costs.  As
discussed in Note 3, during fiscal 2003 the Company decided to cease exploration
activities  in  Arkansas due to disappointing exploration results, and the total

                                       10
<PAGE>

of  $3,141,726  of  accumulated capitalized costs related to the Arkansas leases
were  written  off.  The  Company  has recorded cumulative write-offs of mineral
properties  of  $15,306,613  during  its  exploration  stage,  a  period  of
approximately  fifteen  years,  and cumulative writedowns of property, plant and
equipment  of  $3,614,952.

     During  fiscal  2004,  the  Company's  mineral  properties  and  deferred
expenditures  increased  to  $714,283  as a result of acquisition costs totaling
$540,495  and  exploration  costs totaling $173,788 related to the activities on
the  Company's  Brazilian  Properties  as  further  described  in Note 3.  As of
January  31,  2003  mineral  properties and deferred expenditures decreased to a
zero  balance  from  $2,942,086 at January 31, 2002 as a result of the writedown
related  to  the  Arkansas  Properties  discussed  above

     The  Company's  revenues during fiscal 2004 were primarily comprised of the
gain  from  the sale of the Diamond Recovery Plant ("the Plant").  The Plant was
sold to a third party for $350,000 (U.S.) and was fully depreciated at disposal.
As  discussed  in  Note  3, the Plant was located on the American Mine Property.
The  Company  recorded  a  reserve  for  leasehold  reclamation of approximately
$150,000,  which represents the estimated costs to return the leased property to
its  original condition and to complete environmental reclamation as required by
the  Arkansas  regulatory  authorities.  During the years ended January 31, 2003
and  2002  the  Company's revenues were comprised entirely of interest income on
proceeds  received  from  prior financings and gains on sales of equipment.  The
Company  has  not  received any revenues from mining operations since inception.

     General  and  administrative expenses totaled approximately $997,000 during
fiscal  2004  as  compared  to  approximately  $1,021,000  during  fiscal  2003,
representing  a decrease of approximately $24,000 or 2%.  Salaries, professional
and consulting fees totaling approximately $674,000 were incurred during 2004 as
the  Company  commenced the evaluation of several mineral prospects, principally
gold  prospects in Brazil.  In particular, the Company hired a new president and
retained the services of an exploration project manager and an administrator for
the  Brazilian  Properties  during fiscal 2004.  During fiscal 2003, the general
and  administrative expenses incurred by the Company primarily represented costs
associated with the exploration activities on the Arkansas Properties, including
salaries  of approximately $424,000 and repairs and maintenance of approximately
$127,000.  The  Company  anticipates  that  general  and administrative expenses
during  fiscal  2005  will increase from the level experienced in fiscal 2004 as
the Company incurs additional consulting and exploration expenditures related to
the  Brazilian  Properties.

     General and administrative expenses decreased by approximately $673,000, or
40%,  from  fiscal  2002 to fiscal 2003.  The exploration program in fiscal 2002
involved  extensive  excavation activities, and the Company incurred significant
salary  costs  associated  with  the  supervision  of  the  excavation  and  the
preparation  of  the Plant for the bulk sample test conducted in July 2001.  The
sampling  work  performed  in  fiscal  2003  consisted of drilling, microdiamond
analysis and limited bulk sampling, which required less of a staffing commitment

LIQUIDITY  AND  CAPITAL  RESOURCES.

     As  of  January  31, 2004, the Company had working capital of $1,722,290 as
compared  to  a  working  capital  deficit  of  $62,984 at January 31, 2003.  At
January  31,  2004,  the  Company  had  current  assets of $2,092,004, including
$1,982,536 in cash and $109,468 in accounts receivable compared to total current
liabilities  of  $369,714.

     In  the first quarter of fiscal 2002, the Company completed the issuance of
$1,278,595  principal  amount  of  10%  secured  convertible  debentures  ("the
Debentures").  The  Debentures  were  convertible  into units at the rate of one
unit  for each $2.87 principal amount of the Debentures until February 16, 2003.
Each  unit  was  to  consist  of  one  common share of the Company and one share
purchase warrant with an exercise price of $3.15, exercisable through August 16,
2003.  The  conversion  and share purchase warrant prices above were adjusted to
reflect  the  Company's  seven for one share consolidation on November 27, 2001.

     On  February 11, 2003, the holders of the Debentures approved the amendment
of  the conversion price of the units to $0.30 and the extension of the maturity
date  of the Debentures to February 16, 2004.  As amended, each of the 4,261,983
units  would  consist  of one common share of the Company and one share purchase
warrant  with an exercise price of $0.30, exercisable through February 16, 2004.
Upon  conversion,  $97,000 principal amount of the Debentures held by a director

                                       11
<PAGE>

will  be  convertible only into common shares of the Company on the basis on one
share for each $0.30 principal amount.  Additionally, the terms of the Debenture
were  amended  to  include  a  mandatory conversion provision which will require
conversion of all Debentures and exercise of all related warrants within 30 days
after  the  closing price of the Company's common shares has exceeded $0.375 for
ten  consecutive  trading  days.

     Interest  at the rate of 10% was payable on conversion or maturity in cash,
or  at  the  election  of  the  Company, in common shares valued at the weighted
average  trading  price  of the common shares of the Company for the ten trading
days  preceding  the  interest  payment  date.  The Debentures were secured by a
general  security interest in the Company's current and future assets and by the
stock of Star U.S., Inc. ("Star"), a wholly owned subsidiary of the Company, and
a  wholly-owned  subsidiary  of  Star.

     During  fiscal 2004, several holders of the Debentures elected to convert a
total  of  $197,000  principal  amount  and  received  656,666 common shares and
656,666  common  share  purchase  warrants  with  exercise  prices  of  $0.30.
Additionally, during the third quarter of fiscal 2004, a director of the Company
elected to convert $97,000 principal amount and received 323,333 common shares.

     Effective  October  31,  2003  a  total  of  $984,595  principal  amount of
Debentures  were  automatically converted into 3,281,977 units of the Company in
accordance  with  the  February  11,  2003  amendments  discussed  in  the third
preceding  paragraph.  Each  unit  consisted  of one common share and one common
share purchase warrant with an exercise price of $0.30.  Additionally, under the
terms of the mandatory conversion provision, the expiration date of all warrants
issued  upon  conversion  of the Debentures was established as December 1, 2003.
During  the  fourth  quarter  of  fiscal  2004,  the Company received a total of
$937,593,  representing  the  exercise  price  of 3,125,311 warrants, and issued
3,125,311  common  shares.  A  total  of  813,332  common share warrants expired
unused  on  December  1,  2003.

     During  fiscal  2004,  a  total  of  $335,075  of  interest  accrued on the
principal  amounts converted in fiscal 2004 was paid via the issuance of a total
of  1,122,522  shares,  representing  the  conversion of the interest amounts at
weighted  average  prices  from  $0.17  to  $0.33  per  share.

     The  Company  received  $563,955  during  fiscal  2003,  representing
subscriptions  for  a private placement of the Company's common shares.  A total
of  2,819,774 units were issued in the private placement at a price of $0.20 per
unit,  each  unit  to consist of one common share and one share purchase warrant
with an exercise price of $0.25.  The share purchase warrants have an expiration
date  of  September  17,  2004.  As of January 31, 2004, 2,819,774 warrants were
outstanding.  In  February  2004,  125,000 common share warrants were exercised,
and  the  Company  received  total  exercise  proceeds  of  $31,250.

     The  Company  received  approximately  $1,138,000  during  fiscal  2002
representing  subscriptions  for  a  private  placement  of the Company's common
shares.  A  total  of  5,691,376 units were issued at a price of $0.20 per unit,
each  unit to consist of one common share and one share purchase warrant with an
exercise  price  of  $0.25.  The  share  purchase  warrants  originally  had  an
expiration  date  of  January 29, 2003, and that date was extended during fiscal
2003  to  January  29,  2004.  A  total  of 5,669,101 warrants were exercised in
January 2004, and the Company received total exercise proceeds of $1,417,275.  A
total  of  22,275  warrants  expired  unused  on  January  29,  2004.

     During  fiscal  2004, 2003 and 2002 the Company received $424,919, $153,457
and $313,660 representing the exercise price of 1,884,376, 570,000 and 1,229,000
stock  options,  respectively, by officers, directors, employees and consultants
at  exercise  prices  from  $0.10  to  $0.32.

     All  financings  described  herein  were  private  placements and were made
pursuant  to the private placement laws of Canada and pursuant to the exemptions
provided by Section 4(2) and Regulation S under the United States Securities Act
of  1933.  The  Debentures  were  offered  to  a  limited  number  of accredited
investors  in  the United States and Canada pursuant to Rule 506 of Regulation D
and  Regulation  S.

     The  Company  has  no  properties  that  have  proven  to  be  commercially
developable  and  has  no revenues from mining operations other than the rentals

                                       12
<PAGE>

received from the Plant and the proceeds from the sales of the Plant and related
equipment.  The  rights and interests in the Tocantinzinho and Mamoal Properties
in  Brazil  constitute the Company's current mineral holdings.  At this point in
time, the Company estimates that the completion of the initial exploration Phase
I program on the Tocantinzinho Property will require the expenditure of at least
$375,000  (U.S.) which will be funded by the current assets of the Company.  The
Company  cannot  estimate  with  any  degree of certainty either the time or the
amount  of  funds  that  will  be  required  to  acquire  and conduct additional
exploration activities on new prospects.  The Company intends to seek additional
equity  financing  during  fiscal  2005,  including  the  potential  exercise of
outstanding warrants and options.  The inability of the Company to raise further
equity  financing  will  adversely affect the Company's business plan, including
its  ability to acquire additional properties and perform exploration activities
on such acquired properties.  If additional equity is not available, the Company
may  seek  additional  debt  financing or seek exploration partners to assist in
funding  acquisition or exploration efforts.  Historically, the Company has been
able  to successfully raise capital as required for its business needs; however,
no  assurances  are  made  by  the Company that it can continue to raise debt or
equity  capital  for  a  number  of  reasons including its history of losses and
property writedowns, the decline in the price of its common stock, the number of
shares  outstanding  and  the  Company's  limited  and speculative asset base of
exploration  properties  and  prospects.

IMPACT  OF  INFLATION.

     As  the  Company is in the exploration stage and has not recorded sales and
revenues  from  operations, a discussion of the effect of inflation and changing
prices  on  its  operations  is  not  relevant.

DIFFERENCES  BETWEEN  CANADIAN  AND  UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES

     At  the  present  stage of the Company's business development, there are no
significant  differences  between  Canadian and United States generally accepted
accounting  principles  that  impact  the  Consolidated  Balance  Sheet  and
Consolidated  Statement  of  Operations  and Deficit except for foreign currency
translation  and  the  capitalization  of  mineral  properties  and  deferred
expenditures.  For  a  discussion  of  certain  differences between Canadian and
United  States  generally  accepted  accounting  principles  impacting  the
Consolidated  Statement  of  Cash  Flows,  see  Note 12 to Notes to Consolidated
Financial  Statements.

ITEM  7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK.
           -----------------------------------------------------------------

None.

ITEM  8.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA
          -----------------------------------------------

     The  Consolidated  Financial  Statements of the Company included as part of
this  Annual  Report  on  Form  10-K  (pages  21 through 38) are incorporated by
reference  in  response  to this Item 8.  An index to the Consolidated Financial
Statements  is  included  in  Item  14.

     The  Company  is  not  required to provide the selected quarterly financial
data  specified  in  Item  302 of Regulation S-K because it does not satisfy the
tests  outlined  therein.

ITEM  9.  CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
          -------------------------------------------------------------------
          FINANCIAL  DISCLOSURE.
          ------------------

          None.

ITEM  9A.  CONTROLS  AND  PROCEDURES.
           --------------------------
     Results  of  Operations.

     -  For  the  Years  Ended  January  31,  2004,  2003  and  2002

     The Company is in the exploration stage and has no revenues from operations
other  than  rental  income  related  to  the  Diamond  Recovery Plant, totaling
approximately  $1,079,000  from inception through March 2003, when the Plant was
sold.  None of its Properties have proven to be commercially developable to date
and as a result the Company has not generated any revenue from these activities.
The  Company's existing Properties are gold prospects in Brazil, as discussed in
Note  3,  which  were  acquired  during  fiscal  2004.  The  Company capitalizes
expenditures  associated with the direct acquisition, evaluation and exploration
of  mineral properties.  When an area is disproved or abandoned, the acquisition
costs  and  related  deferred expenditures are written-off.  The net capitalized
cost  of  each  mineral  property  is  periodically  compared  to  management's
estimation  of  the net realizable value and a write-down is recorded if the net
realizable  value  is  less  than  the  cumulative  net  capitalized  costs.  As
discussed in Note 3, during fiscal 2003 the Company decided to cease exploration
activities  in  Arkansas due to disappointing exploration results, and the total
of  $3,141,726  of  accumulated capitalized costs related to the Arkansas leases
were  written  off.  The  Company  has recorded cumulative write-offs of mineral
properties  of  $15,306,613  during  its  exploration  stage,  a  period  of
approximately  fifteen  years,  and cumulative writedowns of property, plant and
equipment  of  $3,614,952.

     During  fiscal  2004,  the  Company's  mineral  properties  and  deferred
expenditures  increased  to  $714,283  as a result of acquisition costs totaling
$540,495  and  exploration  costs totaling $173,788 related to the activities on
the  Company's  Brazilian  Properties  as  further  described  in Note 3.  As of
January  31,  2003  mineral  properties and deferred expenditures decreased to a
zero  balance  from  $2,942,086 at January 31, 2002 as a result of the writedown
related  to  the  Arkansas  Properties  discussed  above

     The  Company's  revenues during fiscal 2004 were primarily comprised of the
gain  from  the sale of the Diamond Recovery Plant ("the Plant").  The Plant was
sold to a third party for $350,000 (U.S.) and was fully depreciated at disposal.
As  discussed  in  Note  3, the Plant was located on the American Mine Property.
The  Company  recorded  a  reserve  for  leasehold  reclamation of approximately
$150,000,  which represents the estimated costs to return the leased property to
its  original condition and to complete environmental reclamation as required by
the  Arkansas  regulatory  authorities.  During the years ended January 31, 2003
and  2002  the  Company's revenues were comprised entirely of interest income on
proceeds  received  from  prior financings and gains on sales of equipment.  The
Company  has  not  received any revenues from mining operations since inception.

     General  and  administrative expenses totaled approximately $997,000 during
fiscal  2004  as  compared  to  approximately  $1,021,000  during  fiscal  2003,
representing  a decrease of approximately $24,000 or 2%.  Salaries, professional
and consulting fees totaling approximately $674,000 were incurred during 2004 as
the  Company  commenced the evaluation of several mineral prospects, principally
gold  prospects in Brazil.  In particular, the Company hired a new president and
retained the services of an exploration project manager and an administrator for
the  Brazilian  Properties  during fiscal 2004.  During fiscal 2003, the general
and  administrative expenses incurred by the Company primarily represented costs
associated with the exploration activities on the Arkansas Properties, including
salaries  of approximately $424,000 and repairs and maintenance of approximately
$127,000.  The  Company  anticipates  that  general  and administrative expenses
during  fiscal  2005  will increase from the level experienced in fiscal 2004 as
the Company incurs additional consulting and exploration expenditures related to
the  Brazilian  Properties.

     General and administrative expenses decreased by approximately $673,000, or
40%,  from  fiscal  2002 to fiscal 2003.  The exploration program in fiscal 2002
involved  extensive  excavation activities, and the Company incurred significant
salary  costs  associated  with  the  supervision  of  the  excavation  and  the
preparation  of  the Plant for the bulk sample test conducted in July 2001.  The
sampling  work  performed  in  fiscal  2003  consisted of drilling, microdiamond
analysis and limited bulk sampling, which required less of a staffing commitment

LIQUIDITY  AND  CAPITAL  RESOURCES.

     As  of  January  31, 2004, the Company had working capital of $1,722,290 as
compared  to  a  working  capital  deficit  of  $62,984 at January 31, 2003.  At
January  31,  2004,  the  Company  had  current  assets of $2,092,004, including
$1,982,536 in cash and $109,468 in accounts receivable compared to total current
liabilities  of  $369,714.

     In  the first quarter of fiscal 2002, the Company completed the issuance of
$1,278,595  principal  amount  of  10%  secured  convertible  debentures  ("the
Debentures").  The  Debentures  were  convertible  into units at the rate of one
unit  for each $2.87 principal amount of the Debentures until February 16, 2003.
Each  unit  was  to  consist  of  one  common share of the Company and one share
purchase warrant with an exercise price of $3.15, exercisable through August 16,
2003.  The  conversion  and share purchase warrant prices above were adjusted to
reflect  the  Company's  seven for one share consolidation on November 27, 2001.

     On  February 11, 2003, the holders of the Debentures approved the amendment
of  the conversion price of the units to $0.30 and the extension of the maturity
date  of the Debentures to February 16, 2004.  As amended, each of the 4,261,983
units  would  consist  of one common share of the Company and one share purchase
warrant  with an exercise price of $0.30, exercisable through February 16, 2004.
Upon  conversion,  $97,000 principal amount of the Debentures held by a director
will  be  convertible only into common shares of the Company on the basis on one
share for each $0.30 principal amount.  Additionally, the terms of the Debenture
were  amended  to  include  a  mandatory conversion provision which will require
conversion of all Debentures and exercise of all related warrants within 30 days
after  the  closing price of the Company's common shares has exceeded $0.375 for
ten  consecutive  trading  days.

     Interest  at the rate of 10% was payable on conversion or maturity in cash,
or  at  the  election  of  the  Company, in common shares valued at the weighted
average  trading  price  of the common shares of the Company for the ten trading
days  preceding  the  interest  payment  date.  The Debentures were secured by a
general  security interest in the Company's current and future assets and by the
stock of Star U.S., Inc. ("Star"), a wholly owned subsidiary of the Company, and
a  wholly-owned  subsidiary  of  Star.

     During  fiscal 2004, several holders of the Debentures elected to convert a
total  of  $197,000  principal  amount  and  received  656,666 common shares and
656,666  common  share  purchase  warrants  with  exercise  prices  of  $0.30.
Additionally, during the third quarter of fiscal 2004, a director of the Company
elected to convert $97,000 principal amount and received 323,333 common shares.

     Effective  October  31,  2003  a  total  of  $984,595  principal  amount of
Debentures  were  automatically converted into 3,281,977 units of the Company in
accordance  with  the  February  11,  2003  amendments  discussed  in  the third
preceding  paragraph.  Each  unit  consisted  of one common share and one common
share purchase warrant with an exercise price of $0.30.  Additionally, under the
terms of the mandatory conversion provision, the expiration date of all warrants
issued  upon  conversion  of the Debentures was established as December 1, 2003.
During  the  fourth  quarter  of  fiscal  2004,  the Company received a total of
$937,593,  representing  the  exercise  price  of 3,125,311 warrants, and issued
3,125,311  common  shares.  A  total  of  813,332  common share warrants expired
unused  on  December  1,  2003.

     During  fiscal  2004,  a  total  of  $335,075  of  interest  accrued on the
principal  amounts converted in fiscal 2004 was paid via the issuance of a total
of  1,122,522  shares,  representing  the  conversion of the interest amounts at
weighted  average  prices  from  $0.17  to  $0.33  per  share.

     The  Company  received  $563,955  during  fiscal  2003,  representing
subscriptions  for  a private placement of the Company's common shares.  A total
of  2,819,774 units were issued in the private placement at a price of $0.20 per
unit,  each  unit  to consist of one common share and one share purchase warrant
with an exercise price of $0.25.  The share purchase warrants have an expiration
date  of  September  17,  2004.  As of January 31, 2004, 2,819,774 warrants were
outstanding.  In  February  2004,  125,000 common share warrants were exercised,
and  the  Company  received  total  exercise  proceeds  of  $31,250.

     The  Company  received  approximately  $1,138,000  during  fiscal  2002
representing  subscriptions  for  a  private  placement  of the Company's common
shares.  A  total  of  5,691,376 units were issued at a price of $0.20 per unit,
each  unit to consist of one common share and one share purchase warrant with an
exercise  price  of  $0.25.  The  share  purchase  warrants  originally  had  an
expiration  date  of  January 29, 2003, and that date was extended during fiscal
2003  to  January  29,  2004.  A  total  of 5,669,101 warrants were exercised in
January 2004, and the Company received total exercise proceeds of $1,417,275.  A
total  of  22,275  warrants  expired  unused  on  January  29,  2004.

     During  fiscal  2004, 2003 and 2002 the Company received $424,919, $153,457
and $313,660 representing the exercise price of 1,884,376, 570,000 and 1,229,000
stock  options,  respectively, by officers, directors, employees and consultants
at  exercise  prices  from  $0.10  to  $0.32.

     All  financings  described  herein  were  private  placements and were made
pursuant  to the private placement laws of Canada and pursuant to the exemptions
provided by Section 4(2) and Regulation S under the United States Securities Act
of  1933.  The  Debentures  were  offered  to  a  limited  number  of accredited
investors  in  the United States and Canada pursuant to Rule 506 of Regulation D
and  Regulation  S.

     The  Company  has  no  properties  that  have  proven  to  be  commercially
developable  and  has  no revenues from mining operations other than the rentals
received from the Plant and the proceeds from the sales of the Plant and related
equipment.  The  rights and interests in the Tocantinzinho and Mamoal Properties
in  Brazil  constitute the Company's current mineral holdings.  At this point in
time, the Company estimates that the completion of the initial exploration Phase
I program on the Tocantinzinho Property will require the expenditure of at least
$375,000  (U.S.) which will be funded by the current assets of the Company.  The
Company  cannot  estimate  with  any  degree of certainty either the time or the
amount  of  funds  that  will  be  required  to  acquire  and conduct additional
exploration activities on new prospects.  The Company intends to seek additional
equity  financing  during  fiscal  2005,  including  the  potential  exercise of
outstanding warrants and options.  The inability of the Company to raise further
equity  financing  will  adversely affect the Company's business plan, including
its  ability to acquire additional properties and perform exploration activities
on such acquired properties.  If additional equity is not available, the Company
may  seek  additional  debt  financing or seek exploration partners to assist in
funding  acquisition or exploration efforts.  Historically, the Company has been
able  to successfully raise capital as required for its business needs; however,
no  assurances  are  made  by  the Company that it can continue to raise debt or
equity  capital  for  a  number  of  reasons including its history of losses and
property writedowns, the decline in the price of its common stock, the number of
shares  outstanding  and  the  Company's  limited  and speculative asset base of
exploration  properties  and  prospects.

IMPACT  OF  INFLATION.

     As  the  Company is in the exploration stage and has not recorded sales and
revenues  from  operations, a discussion of the effect of inflation and changing
prices  on  its  operations  is  not  relevant.

DIFFERENCES  BETWEEN  CANADIAN  AND  UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES

     At  the  present  stage of the Company's business development, there are no
significant  differences  between  Canadian and United States generally accepted
accounting  principles  that  impact  the  Consolidated  Balance  Sheet  and
Consolidated  Statement  of  Operations  and Deficit except for foreign currency
translation  and  the  capitalization  of  mineral  properties  and  deferred
expenditures.  For  a  discussion  of  certain  differences between Canadian and
United  States  generally  accepted  accounting  principles  impacting  the
Consolidated  Statement  of  Cash  Flows,  see  Note 12 to Notes to Consolidated
Financial  Statements.

ITEM  7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK.
           -----------------------------------------------------------------

None.

ITEM  8.     FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA
             -----------------------------------------------

     The  Consolidated  Financial  Statements of the Company included as part of
this  Annual  Report  on  Form  10-K  (pages  21 through 38) are incorporated by
reference  in  response  to this Item 8.  An index to the Consolidated Financial
Statements  is  included  in  Item  14.

     The  Company  is  not  required to provide the selected quarterly financial
data  specified  in  Item  302 of Regulation S-K because it does not satisfy the
tests  outlined  therein.

ITEM  9.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
             -------------------------------------------------------------------
FINANCIAL  DISCLOSURE.
    ------------------

     None.

ITEM  9A.     CONTROLS  AND  PROCEDURES.
              --------------------------
     (a)  Evaluation  of  disclosure  controls  and  procedures.

               The  term  "disclosure  controls  and procedures" (defined in SEC
               rule  13a-14(c)) refers to the controls and other procedures of a
               company  that are designed to ensure that information required to
               be  disclosed by a company in the reports that it files under the
               Securities Exchange Act of 1934 (the "Exchange Act") is recorded,
               processed,  summarized and reported within required time periods.

                                       13
<PAGE>

               The  Company's  Chairman,  who  also  serves  as  the  Company's
               principal  financial  officer, has evaluated the effectiveness of
               the  Company's  disclosure  controls  and procedures as of a date
               within  90  days  before the filing of this annual report, and he
               concluded  that,  as  of  such  date,  the Company's controls and
               procedures  were  effective.

     (b)  Changes  in  internal  controls.

               The  Company  maintains  a system of internal accounting controls
               that  are designed to provide reasonable assurance that its books
               and  records  accurately  reflect  its  transactions  and  that
               established  policies  and procedures are followed. There were no
               significant  changes  to  the  Company's  internal controls or in
               other  factors  that  could  significantly  affect  its  internal
               controls  subsequent  to  such  evaluation.

ITEM  10.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT
           --------------------------------------------------------

     The directors and executive officers of the Company, their ages and term of
continuous  service  are  as  follows:

<TABLE>
<CAPTION>




<S>                             <C>   <C>                         <C>
                                      POSITION WITH               SERVED AS A DIRECTOR
NAME. . . . . . . . . . .       AGE     REGISTRANT                AND/ OR OFFICER SINCE
Patrick L. Glazier. . . .       46     Director                   July 8, 1998
Brian C. Irwin. . . . . .       64     Director                   October 3, 1995
Mark E. Jones, III. . . .       63     Director, Chairman & CEO   March 12, 1986
Leendert G. Krol. . . . .       64     Director, President        March 6, 2003
Daniel B. Leonard . . . .       67     Director                   October 20, 1999
Dr. Roger Howard Mitchell       62     Director                   June 14, 1993
Dr. Roger David Morton. .       68     Director                   June 14, 1993
</TABLE>

     PATRICK L. GLAZIER.  Mr. Glazier has served as the President of East Fraser
Fiber Co. Ltd. based in Prince George, British Columbia for the past five years.

     BRIAN  C. IRWIN.  For the past five years, Mr. Irwin's principal occupation
has  been  the  practice  of  law  as  a partner of DuMoulin Black in Vancouver,
British  Columbia.

     MARK  E.  JONES,  III.  Mr.  Jones has served as a Director of the Board of
Crown  Resources  Corporation  since January 1987.  Crown Resources Corporation,
based  in  Denver, Colorado, is publicly traded on the OTC Bulletin Board and is
engaged  in  the  exploration  and  development of mineral properties, primarily
gold.  Mr.  Jones  served as the President of the Company from 1986 to June 1990
and from July 2001 to the March 2003.  Mr. Jones is also a director of Solitario
Resources  Corporation.  In  his capacity as Chairman of the Board of Directors,
Mr.  Jones  is  the  chief  executive  officer  of  the  Company.

     LEENDERT  G.  KROL.  Until his retirement in April 2001, Mr. Krol had spent
15  years  with  Newmont  Mining  Corporation  including  the  last  10  years,
successively,  as  Director of Foreign Operation, Vice President Exploration and
Vice  President  International  Exploration.

     DAN  LEONARD.  Mr.  Leonard  served as Senior Vice President of INVESCO for
twenty-four years until his retirement in January 1999.  Mr. Leonard also serves
as  a  Director  of  Solitario  Resources  Corporation.

     DR. ROGER HOWARD MITCHELL.  For the past six years, Dr. Mitchell has served
as  a  Professor  of Geology at Lakehead University, Thunder Bay, Ontario.   Dr.
Mitchell  received his B.Sc. from the University of Manchester, 1964; M.Sc. from

                                       14
<PAGE>

Manchester,  1966;  Ph.D from McMaster University, 1969; and a D.Sc in 1978 from
the  University of Manchester.   He was elected a Fellow of the Royal Society of
Canada  in  1994.

     DR.  ROGER  DAVID  MORTON.  For  the  past  five years, Dr. Morton has been
Professor  Emeritus  in  Geology  with  the  Department of Earth and Atmospheric
Sciences  at the University of Alberta.  He also serves as Chairman of the Board
for  Mindoro  Resources Inc., and is President of Muskox Minerals Corp.  He is a
member  of  the  Board  of Directors of Uruguay Mineral Resources and Black Swan
Resources.  Dr.  Morton  obtained his B.Sc. (Hons. 1st class) in Geology and his
Ph.D.  in  Geology  from  the  University  of  Nottingham,  England.

     All of the directors are residents of Canada except for Messrs. Jones, Krol
and  Leonard,  who  reside  in  the  United  States.  All  directors are elected
annually  by  the  shareholders and hold office until the next Annual Meeting of
Shareholders.  Each  officer  of the Company holds office at the pleasure of the
Board  of  Directors.  No  director  or  officer  of  the Company has any family
relationship  with any other officer or director of the Company.  Messrs. Jones,
Irwin and Mitchell are members of the Company's audit committee.  Messrs. Morton
and  Mitchell  are  members of the Company's Environmental Committee and Messrs.
Morton  and  Jones  serve  as  members  of the Company's Compensation Committee.
Operating  within the guidance provided by the Company's Board of Directors, the
Compensation  Committee's  role  is  to  assure  that  the  Company's  executive
compensation strategy is aligned with the interests of the shareholders, and the
Company's  compensation structure will allow for fair and reasonable base salary
levels  and  the  opportunity  for executives to earn compensation that reflects
both  Company  and  individual  performance.

CERTAIN  SIGNIFICANT  EMPLOYEES  OR  CONSULTANTS

     The  Company has consulting relationships with other geologists and persons
that  are  included  in  its  projects and properties from time to time, none of
which  are  currently  material  to  the  Company.

ITEM  11.  EXECUTIVE  COMPENSATION
           -----------------------

OFFICERS

     The  Company  has  no long-term incentive plans.  However stock options are
awarded  from  time-to-time  in the discretion of the Board of Directors and the
Compensation Committee.  The following tables set forth all annual and long-term
compensation  for services in all capacities to the Company and its subsidiaries
for  the  three  most  recently completed financial years, including information
regarding  stock  option awards made under the Company's Stock Option Plan.  All
information  regarding  the number and price of securities under options granted
prior  to  November  27,  2001  have  been adjusted to reflect the seven for one
consolidation  of  the  Company's  common  shares  effective  on  that  date.

                                       15
<PAGE>

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>


                                  Annual Compensation                        Long Term Compensation
                     ----------------------------------------------  --------------------------------------------
                                                                              Awards              Payouts
                                                                     ----------------------  --------------------
<S>                  <C>        <C>          <C>       <C>           <C>         <C>         <C>        <C>

  Name. . . . . . . .                                                Securities
  and . . . . . . . .                                                  Under                            All other
                                                       Other Annual   Options    Restricted    LTIP     Compensa-
Principal . . . . .  Fiscal       Salary       Bonus   Compensation   Granted     Shares     Payouts     tion (3)
Position. . . . . .   Year         ($)          ($)        ($)          (#)         ($)         ($)        ($)
-------------------  ---------  -----------  --------  ------------  ----------  ----------  ---------  ---------
Mark E. Jones, III     2004       US$65,000      -            -        775,000       -          -       US$7,800
Chairman               2003       US$60,000      -            -        130,888       -          -       US$7,800
..                      2002       US$60,000      -            -        184,072       -          -       US$7,800

Leendert G. Krol
President (1) . . .    2004       US$64,000      -            -      1,387,501       -          -          -

J. David Edwards. .    2002       US$62,500      -            -         21,429       -          -       US$3,900
President (2)

</TABLE>

(1)  Mr.  Krol  began  serving  as  the  Company's  President  in  March  2003.
(2)  Mr.  Edwards served as the Company's President from 1994 through July 2001.
All  options  held  by  Mr.  Edwards  expired  unused  in  August  2001.
(3)  Car  allowance.

          OPTION GRANTS DURING THE MOST RECENTLY COMPLETED FISCAL YEAR

<TABLE>
<CAPTION>


                        (1)                                          Market Value
                     Securities       % of Total                    of Securities
                    Under Options      Options      Exercise or      Underlying
                      Granted          Granted to   Base Price       Options on
                                     Employees in                   Date of Grant
   Name                 (#)           Fiscal Year   ($/Security)    ($/Security)     Expiration Date
 ---------          -----------      ------------   ------------    -------------    ---------------
<S>                 <C>              <C>            <C>             <C>              <C>

Mark E. Jones, III    500,000        13.0%          $0.30           $0.30            August 14, 2008

Mark E. Jones, III    275,000         7.2%          $0.40           $0.40            October 21, 2008

Leendert G. Krol .  1,000,000        26.1%          $0.10           $0.10            March 6, 2008

Leendert G. Krol .    100,000         2.6%          $0.40           $0.40            October 21, 2008

Leendert G. Krol .    287,501         7.5%          $0.49           $0.49            November 26, 2008

</TABLE>

1)  The  options  are  subject to vesting requirements (25% on the date of grant
and  12.5%  on  each  quarter  end  thereafter).

                                       16
<PAGE>

                      OPTION EXERCISES IN LAST FISCAL YEAR

<TABLE>
<CAPTION>

<S>                          <C>             <C>          <C>                        <C>

                                                             Unexercised               Value of Unexercised
                                                               Options                    In-the-Money
                                                               at Fiscal                    Options
                             Securities      Aggregate         Year-End                  at Fiscal Year-End
                              Acquired         Value              (#)                         ($)
                             on Exercise     Realized
                                                              Exercisable/                Exercisable/
     Name. . . . . . . . .      (#)             ($)           Unexercisable               Unexercisable
---------------------------  ------------    ---------    -----------------------    ------------------------
Mark E. Jones, III. . . . .    496,875        US$19,358   284,375 - Exercisable       $20,625 - Exercisable
                                                          518,750 - Unexercisable     $25,000 - Unexercisable

Leendert G. Krol. . . . . .    287,501        US$55,620   434,374 - Exercisable       $94,500 - Exercisable
                                                          665,626 - Unexercisable    $105,000 - Unexercisable
</TABLE>

     Following  the  consolidation  of  the  Company's  Common  Stock  effective
November  27,  2001,  the exercise price for the outstanding options ranged from
$2.24  to  $6.71,  which  exceeded  the  market  price  after consolidation by a
significant  margin.  The  directors  and  officers  have in the past provided a
significant  source  of  financing  to  the Company without fees and on a timely
basis.  At  the Extraordinary General Meeting of the Company held on October 15,
2001,  the  shareholders of the Company approved the repricing of existing stock
options  to  a  price  of  $0.24,  which  was equivalent to the weighted average
trading  price  for  a  five  day,  post-consolidation  period.

DIRECTORS

     The  Directors of the Company did not receive cash or other compensation by
the  Company  for  their service as directors during the most recently completed
fiscal year, except for option awards under the Company's stock option plan.  In
fiscal  2004,  in  addition  to  the  option  awards  to  Mr. Jones and Mr. Krol
discussed  above,  Mr.  Glazier,  Mr.  Irwin,  Mr. Leonard, Mr. Mitchell and Mr.
Morton  received  430,000,  260,000,  280,000,  230,000  and  215,000 options to
purchase  common  stock,  respectively,  for  their  services  on  the  Board of
Directors.  The  common  share options granted during fiscal 2004 are subject to
vesting  requirements  (25%  on  the date of grant and 12.5% on each quarter end
thereafter).  Information  regarding  individual awards to directors is included
in the footnotes to Item 12. Security Ownership of Certain Beneficial Owners and
Management  below.  The Company maintains no pension, profit sharing, retirement
or  other  plan  providing  benefits  to  its  officers  and  directors.

ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT
           ------------------------------------------------------------------

     The  following table sets forth, as of April 19, 2004, the number of Common
Stock  and the corresponding percentage ownership of (i) each person who held of
record,  or was known by the Company to own beneficially, more than five percent
of  the  Company's Common Stock, (ii) each director and executive officer of the
Company,  and  (iii)  all  directors  and executive officers of the Company as a
group.  Unless  otherwise  indicated, the Company believes the following persons
have  sole  voting and investment power with respect to the number of shares set
forth  opposite  their  names.

                                       17
<PAGE>

<TABLE>
<CAPTION>

<S>                                               <C>                <C>
NAME AND ADDRESS OF BENEFICIAL OWNER . . . . . .  NUMBER OF SHARES   PERCENT OF CLASS

Cede & Co.
P.O. Box 20, Bowling Green Station
New York, New York 10274 . . . . . . . . . . . .     17,061,154 (1)              47.3%

CDS & Co.
P. O. Box 1038, Station A, 25 The Esplanade
Toronto, Ontario M5W 1G5 . . . . . . . . . . . .     11,917,405 (1)             33.0 %

Patrick L. Glazier (3) . . . . . . . . . . . . .      1,630,381 (2)              4.5 %

Brian C. Irwin . . . . . . . . . . . . . . . . .        278,750 (2)                * %

Mark E. Jones, III . . . . . . . . . . . . . . .      2,411,377 (2)              6.5 %

Leendert G. Krol . . . . . . . . . . . . . . . .      1,100,000 (2)              3.0 %

Daniel B. Leonard. . . . . . . . . . . . . . . .      1,287,249 (2)              3.5 %

Dr. Roger Howard Mitchell. . . . . . . . . . . .        263,619 (2)                * %

Dr. Roger David Morton . . . . . . . . . . . . .        239,178 (2)                * %

Officer and Directors of the Company as a group
  (7 persons). . . . . . . . . . . . . . . . . .      7,210,554 (2)             18.3 %
</TABLE>

*  Less  than  1%.

     (1)  It  is  the  understanding of the Company that all of these shares are
held  by  the  record  shareholder  in  a nominal, fiduciary, trustee or similar
capacity.  The  Company is unaware of the identities of the beneficial owners of
these  shares,  with  the  exception of shares held by the Company's officers or
directors  included  in  such  share  positions.
     (2)  A director of the Company.  Address is 800 Bering, Suite 208, Houston,
TX  77057.  Mr.  Jones  and Mr. Krol are also executive officers of the Company.
Include  options  to  purchase common shares at $0.18 through September 26, 2007
(28,125  options  for  Mr. Glazier, Mr. Jones, Mr. Leonard and Mr. Mitchell, and
18,750  options  for  Mr.  Irwin  and  Mr. Morton).  Include options to purchase
712,499  common  shares  at  $0.10  through March 6, 2008 for Mr. Krol.  Include
options  to purchase common shares at $0.30 through August 14, 2008 (350,000 for
Mr.  Glazier,  135,000  for  Mr.  Irwin  and  Mr. Morton, 500,000 for Mr. Jones,
200,000  for  Mr.  Leonard  and  150,000  for Mr. Mitchell).  Include options to
purchase  common  shares  at  $0.40  through  October  21,  2008 (80,000 for Mr.
Glazier,  Mr.  Leonard,  Mr.  Mitchell  and  Mr.  Morton, 125,000 for Mr. Irwin,
275,000  for  Mr. Jones, and 100,000 for Mr. Krol).  Include options to purchase
common shares at $0.49 through November 26, 2008 for Mr. Krol.  Include 100,000,
286,200,  and  40,000 warrants to purchase common shares at an exercise price of
$0.25  for  Messrs.  Glazier,  Jones,  and  Leonard,  respectively.
     (3)  The beneficial owner has sole ownership, with the exception of a total
of  124,285  shares,  where  ownership  is  shared.

ITEM  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
           --------------------------------------------------

     Accounts  receivable  at  January  31,  2004  and 2003 include $105,758 and
$31,600  receivable from Mr. Jones, respectively.  Debentures payable at January
31, 2003 include $97,000 payable to Mr. Leonard.  During fiscal 2004 Mr. Leonard
converted  his  debenture  into common stock and received 323,333 common shares.
Amounts  totaling  $121,957  and  $24,681 were paid by the Company during fiscal
2004  and 2003, respectively, to a law firm in which Mr. Irwin is a partner.  In
January  2002, Mr. Jones, Mr. Glazier and Mr. Leonard purchased subscriptions in
a  private  placement  by  payment  of $95,550, $56,250 and $59,719 and received
477,750,  225,000  and  238,875  common  shares  and warrants to purchase common
shares  with an exercise price of  $0.25 through January 29, 2004, respectively.
During  January  2004, all the warrants described in the preceding sentence were

                                       18
<PAGE>

exercised.  In September, 2002, Mr. Jones, Mr. Glazier and Mr. Leonard purchased
subscriptions  in  a private placement by payment of $57,240, $20,000 and $8,000
and received 286,200, 100,000, and 40,000 common shares and warrants to purchase
common  shares  with  an  exercise  price  of  $0.25 through September 18, 2004,
respectively.  See  Notes  6  and 9 to the Consolidated Financial Statements for
additional  information  regarding  related  party  transactions.

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

     Audit  and Tax Fees.  The fees billed for professional services rendered by
Morgan  & Company in connection with the audit of the Company's annual financial
statements  for  the  years  ended  January  31,  2003  and 2002 included in the
Company's  annual  report  on Form 10-K totaled approximately $6,400 and $6,600,
respectively.  The  above  fees  included  the professional services rendered by
Morgan  &  Company  in  connection  with tax compliance for the two years ending
January  31,  2003.

     Audit  Committee.  The Audit Committee makes recommendations concerning the
engagement  of  public  accountants,  reviews the scope and results of the audit
engagement,  considers  the  range  of  audit and non-audit fees and reviews the
adequacy  of  internal  controls.

ITEM  15.  EXHIBITS,  FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
           ------------------------------------------------------------------

(a)     Financial  Statements  and  Schedules.

     (1)  The  following  is  a  list of and index to the Consolidated Financial
Statements  filed  as  part  of  this  Registration  Statement:

                          JAGUAR RESOURCES CORPORATION
               Index  to  Consolidated  Financial  Statements
                                                                            Page

Report  of  Independent  Auditors  -  Morgan  &  Company                      21
Consolidated  Financial  Statements:
     Consolidated  Balance  Sheets  -  January  31,  2004  and  2003          22
     Consolidated  Statements  of  Operations  and  Deficit
          for  each  of  the  years ended January 31, 2004, 2003 and 2002     23
     Consolidated  Statements  of  Cash  Flows  for  each  of  the  years
         ended  January  31,  2004,  2003  and  2002                          24
     Notes  to  Consolidated  Financial  Statements                           25

     (2)  All  other  schedules  for  which  provision is made in the applicable
accounting  regulations of the Securities and Exchange Commission are either not
required  under the related instructions, are not applicable, or the information
required thereby is set forth in the Company's Consolidated Financial Statements
or  the  Notes  thereto.

     (3)  Exhibits  Filed  as  Part  of  this  Registration  Statement.

     See  Index  to  Exhibits.

                                       19
<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 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.

April  30,  2004                        JAGUAR  RESOURCES  CORPORATION
                                       (Registrant)

                                        By:  /s/  Mark  E.  Jones,  III
                                        --------------------------
                                        MARK  E.  JONES,  III
                                        Chief  Executive  Officer  and  Director

     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.

<TABLE>
<CAPTION>




<S>                          <C>                                  <C>

SIGNATURE . . . . . . . . .  TITLE                                DATE
---------------------------  -----------------------------------  --------------
/s/ Mark E. Jones, III
---------------------------
Mark E. Jones, III* . . . .  Chief Executive Office and Director  April 30, 2004
_____________________
Patrick L. Glazier* . . . .  Director                             April 30, 2004
_____________________
Brian C. Irwin* . . . . . .  Director                             April 30, 2004
_____________________
Leendert G. Krol* . . . . .  President and Director               April 30, 2004
_____________________
Daniel B. Leonard*. . . . .  Director                             April 30, 2004
_____________________
Dr. Roger Howard Mitchell*.  Director                             April 30, 2004
______________________
Dr. Roger David Morton* . .  Director                             April 30, 2004

By:  /s/ Mark E. Jones, III
---------------------------
 Mark E. Jones, III
 Attorney-in-fact
 For persons indicated *
</TABLE>

                                       20
<PAGE>

                                                                [GRAPHIC OMITED]

                                                                [GRAPHIC OMITED]


                                AUDITORS' REPORT

To  the  Shareholders  of
Jaguar  Resources  Corporation
(Formerly  Star  Resources  Corporation)
(An  exploration  stage  enterprise)

We  have audited the consolidated balance sheets of Jaguar Resources Corporation
(formerly  Star  Resources  Corporation) (an exploration stage enterprise) as at
January  31,  2004  and  2003, and the consolidated statements of operations and
deficit,  and  cash  flows for the years ended January 31, 2004, 2003, and 2002.
These  consolidated financial statements are the responsibility of the Company's
management.  Our  responsibility  is to express an opinion on these consolidated
financial  statements  based  on  our  audits.

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

In  our  opinion, these consolidated financial statements present fairly, in all
material  respects, the financial position of the Company as at January 31, 2004
and  2003,  and the results of its operations and cash flows for the years ended
January 31, 2004, 2003, and 2002, in accordance with Canadian generally accepted
accounting  principles.  As  required  by  the  British Columbia Company Act, we
report  that, in our opinion, these principles have been applied on a consistent
basis.


Vancouver,  B.C.                                            "Morgan  &  Company"

April  15,  2004                                          Chartered  Accountants

        COMMENTS  BY  INDEPENDENT  AUDITORS  FOR  U.S.  READERS  ON
                    CANADA-U.S.  REPORTING  CONFLICT

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 those described in
Note 1 of the consolidated financial statements. Our report to the shareholders,
dated  April  15,  2004,  is  expressed  in  accordance  with Canadian reporting
standards  which  do  not  permit  a  reference  to  such  an uncertainty in the
Auditors'  Report  when the uncertainty is adequately disclosed in the financial
statements.

Vancouver,  B.C.                                            "Morgan  &  Company"

April  15,  2004                                          Chartered  Accountants



                                       21
<PAGE>


<TABLE>
<CAPTION>

                                       JAGUAR RESOURCES CORPORATION
                                     (AN EXPLORATION STAGE ENTERPRISE)
                                        CONSOLIDATED BALANCE SHEETS


                                                       January 31, 2004     January 31, 2003
                                                      ------------------   ------------------
                                                                (In Canadian Dollars)
<S>                                                   <C>                  <C>
ASSETS
Current assets:
   Cash. . . . . . . . . . . . . . . . . . . . . . .  $        1,982,536   $           22,734
   Accounts receivable . . . . . . . . . . . . . . .             109,468               38,962
                                                      ------------------   ------------------
Total current assets . . . . . . . . . . . . . . . .           2,092,004               61,696
                                                      ------------------   ------------------
Property, plant and equipment, at cost:
  Mineral properties and deferred
     expenditures (Note 3) . . . . . . . . . . . . .             714,283                    -
  Diamond recovery plant . . . . . . . . . . . . . .                   -            1,905,873
  Buildings, equipment and other . . . . . . . . . .              68,788              101,853
  Accumulated depreciation . . . . . . . . . . . . .             (63,472)          (1,982,185)
                                                      ------------------   ------------------
Total property, plant and equipment, at cost . . . .             719,599               25,541
                                                      ------------------   ------------------

Other assets . . . . . . . . . . . . . . . . . . . .               7,826                9,018
                                                      ------------------   ------------------
Total assets . . . . . . . . . . . . . . . . . . . .  $        2,819,429   $           96,255
                                                      ==================   ==================

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
   Accounts payable and accrued liabilities. . . . .  $          369,714   $          124,680
                                                      ------------------   ------------------
Total current liabilities. . . . . . . . . . . . . .             369,714              124,680
                                                      ------------------   ------------------

Debentures (Note 4). . . . . . . . . . . . . . . . .                   -            1,278,595
Interest payable (Note 4). . . . . . . . . . . . . .                   -              250,114
Commitments and contingencies (Note 10)

Shareholders' equity (deficit)
   Common share capital, no par value:
     Authorized shares - 100,000,000
     Issued and outstanding shares - 35,748,871
       (18,471,459 at January 31, 2003) (Note 5) . .          35,622,793           30,878,419
  Contributed surplus (Note 7) . . . . . . . . . . .              54,403                    -
  Deficit accumulated during the exploration stage .         (33,227,481)         (32,435,553)
                                                      ------------------   ------------------
Total shareholders' equity (deficit) . . . . . . . .           2,449,715          (1,557,134)
                                                      ------------------   ------------------
Total liabilities and shareholders' equity (deficit)  $        2,819,429   $           96,255
                                                      ==================   ==================

Approved by the Board of Directors.. . . . . . . . .   Director: "Mark E. Jones, III"
                                                       Director: "Brian C. Irwin"
See accompanying notes.
</TABLE>

                                       22
<PAGE>

<TABLE>
<CAPTION>


                                   JAGUAR RESOURCES CORPORATION
                                (AN EXPLORATION STAGE ENTERPRISE)
                        CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

                                                               Year  Ended  January  31,
                                                          2004           2003           2002
                                                      -------------  -------------  -------------
                                                                 (In Canadian Dollars)
<S>                                                   <C>            <C>            <C>
Revenues:
  Interest income. . . . . . . . . . . . . . . . . .  $      1,259   $      1,618   $      6,514
  Gains on sales of plant and equipment (Note 3) . .       351,272         10,740              -
                                                      -------------  -------------  -------------
                                                           352,531         12,358          6,514
                                                      -------------  -------------  -------------
Expenses:
  General and administrative (Note 11) . . . . . . .       997,171      1,020,729      1,693,363
  Finance charges. . . . . . . . . . . . . . . . . .        80,579         22,396         91,116
  Write-down of mineral properties (Note 3). . . . .             -      3,141,726         86,067
  Interest expense . . . . . . . . . . . . . . . . .        84,961        127,510        122,932
  Translation (gains) losses . . . . . . . . . . . .       (18,252)        10,132        (26,300)
                                                      -------------  -------------  -------------
                                                         1,144,459      4,322,493      1,967,178
                                                      -------------  -------------  -------------
Loss before provision for income taxes . . . . . . .      (791,928)    (4,310,135)    (1,960,664)
Provision for income taxes (Note 8). . . . . . . . .             -              -              -
                                                      -------------  -------------  -------------
Net loss . . . . . . . . . . . . . . . . . . . . . .      (791,928)    (4,310,135)    (1,960,664)
                                                      -------------  -------------  -------------
Deficit accumulated during the exploration stage at
  beginning of the year. . . . . . . . . . . . . . .   (32,435,553)   (28,125,418)   (26,164,754)
                                                      -------------  -------------  -------------
Deficit accumulated during the exploration stage at
  end of the year. . . . . . . . . . . . . . . . . .  $(33,227,481)  $(32,435,553)  $(28,125,418)
                                                      =============  =============  =============

Basic and diluted net loss per common share. . . . .  $      (0.04)  $      (0.26)  $      (0.21)
                                                      =============  =============  =============

Weighted-average common shares outstanding . . . . .    21,349,766     16,439,454      9,141,534

See accompanying notes.

</TABLE>

                                       23
<PAGE>

<TABLE>
<CAPTION>


                                    JAGUAR RESOURCES CORPORATION
                                 (AN EXPLORATION STAGE ENTERPRISE)
                               CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                   Year ended January 31,
                                                               2004          2003          2002
                                                           ------------  ------------  ------------
                                                                     (In Canadian Dollars)
<S>                                                        <C>           <C>           <C>
Operating activities:
  Net loss. . . . . . . . . . . . . . . . . . . . . . . .  $  (791,928)  $(4,310,135)  $(1,960,664)
  Items not affecting cash:
    Depreciation. . . . . . . . . . . . . . . . . . . . .       18,277        28,924        88,358
    Gains on sales of plant and equipment (Note 3). . . .     (351,272)            -             -
    Stock based compensation (Note 7) . . . . . . . . . .       54,403             -             -
    Write-down of mineral properties. . . . . . . . . . .            -     3,141,726        86,067
    Interest expense. . . . . . . . . . . . . . . . . . .       84,961       127,510       122,604
    Other . . . . . . . . . . . . . . . . . . . . . . . .      (15,015)        4,275           534
                                                           ------------  ------------  ------------
                                                            (1,000,574)   (1,007,700)   (1,663,101)
                                                           ------------  ------------  ------------
Changes in noncash working capital:
    Accounts receivable . . . . . . . . . . . . . . . . .      (70,506)      (24,124)       93,672
    Accounts payable and accrued liabilities. . . . . . .      113,403        45,094       (63,507)
                                                           ------------  ------------  ------------
                                                                42,897        20,970        30,165
                                                           ------------  ------------  ------------
Net cash used in operating activities . . . . . . . . . .     (957,677)     (986,730)   (1,632,936)

Investing activities:
  Property acquisition and exploration. . . . . . . . . .     (384,283)     (199,640)     (577,463)
  Buildings, equipment and other. . . . . . . . . . . . .            -        (1,613)      (48,403)
                                                           ------------  ------------  ------------
Net cash used in investing activities . . . . . . . . . .     (384,283)     (201,253)     (625,866)
                                                           ------------  ------------  ------------
Financing activities:
  Proceeds from issuances of common shares. . . . . . . .    2,779,784       717,412     1,451,935
  Proceeds from sales of plant and equipment (Note 3) . .      521,978             -             -
  Issuances of advances and notes payable (net) . . . . .            -             -      (445,000)
  Proceeds from issuance of convertible debentures. . . .            -             -     1,278,595
                                                           ------------  ------------  ------------
Net cash provided by financing activities . . . . . . . .    3,301,762       717,412     2,285,530
                                                           ------------  ------------  ------------
Increase (decrease) in cash and temporary cash
  investments . . . . . . . . . . . . . . . . . . . . . .    1,959,802      (470,571)       26,728
Cash and temporary cash investments, beginning of period.       22,734       493,305       466,577
                                                           ------------  ------------  ------------
Cash and temporary cash investments, end of period. . . .  $ 1,982,536   $    22,734   $   493,305
                                                           ============  ============  ============

See accompanying notes.
</TABLE>

                                       24
<PAGE>

                          JAGUAR RESOURCES CORPORATION
                        (AN EXPLORATION STAGE ENTERPRISE)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                JANUARY 31, 2004

1.  OPERATIONS

Jaguar  Resources  Corporation,  formerly  known  as Star Resources Corp., ("the
Company")  was  incorporated  in  1986 in British Columbia, Canada, and has been
engaged  in  the  acquisition  and  exploration  of  mineral properties with the
potential for economically recoverable reserves.  During fiscal 2004 the Company
pursued  gold  exploration  opportunities  that have large scale potential, with
prospects  in  South  America as the primary focus.  Prior to the current fiscal
year,  the Company had concentrated its efforts primarily on the acquisition and
exploration  of  mineral  properties  with  the  potential  for  economically
recoverable  diamonds.  See  Note  3  for  further  discussion  of the Company's
mineral  property  interests.

The  nature  of the Company's operations results in significant expenditures for
the acquisition and exploration of properties.  None of the Company's properties
have  economically  recoverable reserves or proven reserves at the current stage
of  exploration.  The recoverability of the carrying value of mineral properties
and  deferred  expenditures  is dependent upon a number of factors including the
existence  of  recoverable  reserves,  the  ability  of  the  Company  to obtain
financing  to  renew  leases  and  continue  exploration and development and the
discovery  of  economically  recoverable  reserves.

All  amounts  are  in  Canadian  dollars  unless  noted  otherwise.

2.  SIGNIFICANT  ACCOUNTING  POLICIES

The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in Canada and comply in all material respects with
United  States  generally  accepted accounting principles except as discussed in
Note  12.

PRINCIPLES  OF  CONSOLIDATION

The  consolidated  financial statements include the accounts of the Company, its
wholly  owned  subsidiary  Jaguar  Resources  do  Brasil  Ltda.,  a  Brazilian
corporation,  and  its  wholly  owned  United  States subsidiary, Star U.S. Inc.
("Star"),  and  the three wholly-owned subsidiaries of Star, Diamond Operations,
Inc.  ("DOI"),  Diamond Exploration, Inc. ("DEI") and Continental Diamonds, Inc.
("CDI")  from  their  respective dates of acquisition.  Significant intercompany
balances  and  transactions  have  been  eliminated.

FOREIGN  CURRENCY  TRANSLATION

Transactions  denominated  in  United States dollars or other foreign currencies
during  a  year  are  translated at exchange rates prevailing at the date of the
transaction.  Exchange  gains  or  losses  resulting  from such translations are
included  in  the  determination of net loss.  Translation adjustments resulting
from the process of translating monetary assets and liabilities of United States
wholly  owned  subsidiaries  into  Canadian  dollars  are  included  in  the
determination  of  net loss.  Property, plant and equipment of the United States
wholly owned subsidiaries are translated into Canadian dollars at exchange rates
prevailing  at  the  date  of  the  expenditure.

CASH  AND  TEMPORARY  CASH  INVESTMENTS

All  instruments  with  a  maturity of three months or less are considered to be
temporary  cash investments.  Cash and temporary cash investments are carried at
cost  which  approximates  market.

                                       25
<PAGE>
                          JAGUAR RESOURCES CORPORATION
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2004

2.  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

As of January 31, 2004 and 2003, the fair value of cash, accounts receivable and
accounts  payable including amounts due to and from related parties approximates
carrying  values  because  of  the  short  term  of  these  instruments.

MINERAL  PROPERTIES  AND  DEFERRED  EXPENDITURES

Direct  acquisitions,  evaluation  and exploration expenditures are capitalized,
reduced  by sundry income, to be amortized over the recoverable mineral reserves
if  a  property  becomes  commercially  developed.  When an area is disproved or
abandoned,  the  acquisition costs and related deferred expenditures are written
off.  Interest  is  capitalized  on  properties  upon the commencement of active
evaluation  and preproduction activities, if significant.  During the three-year
period  ended  January  31,  2004,  no  interest  was  capitalized.

The  net  capitalized  cost of each mineral property is periodically compared to
management's estimation of the net realizable value and a write-down is recorded
if  the  net realizable value is less than the cumulative net capitalized costs.
Write-downs  totaling  $3,141,726  and  $86,067 were recorded in fiscal 2003 and
2002,  respectively.

OTHER  PROPERTY,  PLANT  AND  EQUIPMENT

Buildings,  equipment  and  other  are depreciated on a straight-line basis over
useful  lives  ranging  from  3  to  25  years.  The diamond recovery plant (the
"Plant"),  sold  during  fiscal 2004, became fully operational in April 1994 and
was depreciated on a straight-line basis over its estimated useful life of seven
years.

INCOME  TAXES

The  Company  files  a separate Canadian income tax return. The Company's United
States  subsidiaries  file  a  consolidated United States income tax return. The
Company  provides  future  income taxes, when applicable, on items of income and
expense  reported  in  different  periods for financial and income tax reporting
purposes.  At January 31, 2004, the Company has net operating loss carryforwards
in  excess  of  timing  differences  between  financial and income tax reporting
amounts  which  are not probable of realization. Accordingly, the future benefit
of  these net operating loss carryforwards are not reflected in the accompanying
consolidated  financial  statements.

LOSS  PER  COMMON  SHARE

The  Company has adopted the new accounting standard for the calculation of loss
per share, which follows the treasury stock method in the calculation of diluted
loss  per share and requires the presentation of both basic and diluted loss per
share  on  the  face  of  the consolidated statements of operations and deficit.

STOCK  BASED  COMPENSATION

Effective  February  1,  2002, the Company adopted the new Canadian Institute of
Chartered  Accountants  ("CICA") Handbook Section 3870 "Stock-Based Compensation
and  Other  Stock-Based Payments", which recommends a fair value based method of
accounting  for compensation costs.  The new section also permits the use of the
intrinsic  value-based  method, which recognizes compensation cost for awards to
employees  only  when  the  market  price  exceeds the exercise price at date of
grant, but requires pro-forma disclosure of earnings and earning per share as if

                                       26
<PAGE>
                          JAGUAR RESOURCES CORPORATION
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2004

2.  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

the  fair  value  method had been adopted.  The Company has elected to adopt the
intrinsic value-based method for employee awards.  Any consideration paid by the
option  holders  to  purchase  shares  is  credited  to  share  capital.

USE  OF  ESTIMATES

The  preparation  of  financial statements in conformity with generally accepted
accounting  principles  requires  the Company's management to make estimates and
assumptions  that  affect  the  amounts  reported  in the consolidated financial
statements  and  related notes to the consolidated financial statements.  Actual
results  may  differ  from  those  estimates.

3.  MINERAL  PROPERTIES  AND  DEFERRED  EXPENDITURES

BRAZILIAN  PROPERTIES

Tocantinzinho  Properties

In  August  2003  the Company acquired a total of 28,275 hectares in the Tapajos
gold  district  in  Para  State,  Brazil  under  an  option  agreement  with two
individuals.  The  option  agreement  entitles  the  Company  to  acquire a 100%
interest  in  the  Tocantinzinho  Properties  over  a  four-year  period  in
consideration  for  the  staged  payment  of  US$465,000, the staged issuance of
2,600,000  shares  of the Company and the expenditure of $1,000,000 (U.S.).  The
Company  received  approval for the acquisition from the TSX Venture Exchange in
August 2003 and made the initial payment required by the option agreement to the
optionors,  consisting  of  1,100,000  common  shares of the Company and $75,000
(U.S.).  The  Company  made  the  second  option  payment, consisting of 200,000
common  shares  of  the  Company  and  $30,000  (U.S.),  in  February  2004.

The  total  commitment under the option agreement is as follows (all amounts are
in U.S. dollars):  $70,000 and 400,000 common shares of the Company, $40,000 and
200,000  common shares of the Company, $130,000 and 200,000 common shares of the
Company,  and  $150,000  and  700,000 common shares of the Company for the 2005,
2006, 2007 and 2008 fiscal years, respectively.  A total of $300,000 (U.S.) must
be  expended  by  July  31,  2004.

Additionally,  the  option agreement requires the Company to assume all existing
obligations  of  the  optionors  to  the  owners  of  the  mineral rights of the
Tocantinzinho  Properties  (the  "Underlying  Agreements")  totaling  $1,600,000
(U.S.)  over  a  four-year  period.  The  lease commitments under the Underlying
Agreements  are  as follows (all amounts are in U.S. dollars): $35,000, $80,000,
$120,000,  $160,000  and  $1,205,000  in fiscal years 2004, 2005, 2006, 2007 and
2008, respectively.  The Company paid the lease payments totaling $35,000 (U.S.)
during  fiscal  2004.  One  of the optionors entered into a consulting agreement
with  the  Company  for  an 18-month period at a rate of $7,000(U.S.) per month.
The  payments  under  the  option  agreement,  the Underlying Agreements and the
consulting  agreement  are  considered  expenditures for purposes of meeting the
required total and initial annual expenditures of $1,000,000 (U.S.) and $300,000
(U.S.)  discussed  above.  The  option  agreement  is  cancelable by the Company
without  obligation  other  than  the  initial  payment  of  $75,000  (U.S.) and
1,100,000  shares  of the Company and the expenditure of $300,000 (U.S.) by July
31,  2004.

The optionors are entitled to a sliding scale net smelter return royalty ranging
from  2.5%  for gold prices below $400 (U.S.) per ounce and 3.5% for gold prices
in  excess of $500 (U.S.) per ounce.  Royalties will be reduced by the amount of
any  royalties  payable  to  underlying  owners  and  the  Government of Brazil.

                                       27
<PAGE>
                          JAGUAR RESOURCES CORPORATION
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2004

3.  MINERAL PROPERTIES AND DEFERRED EXPENDITURES  (CONTINUED)

Mamoal  Property

The  Company  acquired the 10,000 hectare Mamoal Property, located 30 kilometers
southeast  of  the  Company's  Tocantinzinho  Properties, in December 2003.  The
Company  has an option to earn 100% of the Mamoal Property by payment of a total
of  US$300,000  over  three  and  one half years.  The Company may terminate the
option  agreement at any time without further obligation.  The initial US$10,000
payment  was  made by the Company in December 2003, and the exploration research
license  has been transferred to Jaguar Resources do Brasil Ltda.  The remaining
lease  commitments  are  as  follows:  US$25,000,  US$45,000,  US$65,000,  and
US$155,000  in  fiscal  years  ending  January  31,  2005,  2006, 2007 and 2008,
respectively.  The  Company  may  acquire  the  Mamoal  Property  at any time by
accelerating  the  lease  payments.

ARKANSAS  PROPERTIES

Black  Lick  and  Twin  Knobs  II  Properties

In  December  1999,  the  Company  entered  into an agreement with a third party
lessor to lease the undersurface rights below 480 acres in Pike County, Arkansas
located  adjacent  to  the  Company's American Mine Property.  The consideration
paid  for  the  lease  was $50,000 (U.S.), 500,000 shares of the Company and the
transfer  to the lessor of the surface rights to the 480 acres which the Company
purchased  from  a  second  third  party for approximately $313,000 (U.S.).  The
lease grants the rights to explore, develop and extract diamond bearing material
lying  below  overburden  and  the  upper 50 feet of diamond bearing material on
those  areas  for which the surface rights have been acquired and transferred to
the  lessor.  The  primary  term  of  the  lease  is  five  years  plus two year
extensions  and  will  continue  so  long  as  there  is  commercial production.
Royalties  include  2% of gross sales subject to a minimum of $48,000 (U.S.) per
year  after the first seven years.  The Company has the right to use the surface
for  plant  and  other  facilities  for  additional  royalties.

In  December 2002, based upon the cumulative exploration results obtained on the
Arkansas  Properties, the Company made the decision to cease exploration efforts
in  Arkansas.  Accordingly,  the capitalized costs related to the Black Lick and
Twin  Knobs  II  properties  totaling  $2,512,500  were written off in the third
quarter  of  fiscal  2003.

American  Mine  Property

Pursuant  to  an  agreement  dated November 4, 1992, DEI was granted a permit to
explore  a  mineral  property  located  in Pike County, Arkansas.  The Company's
Plant  was  located  on  this  leased  property.  In  November 1996, the Company
exercised  its  option  to  lease  the property for 10 years upon the payment of
$125,000  (U.S.).  Yearly  payments  of $25,000 (U.S.) were required for each of
the  four  years  after  the  first  year  and  $40,000  (U.S.) per year for the
following  five  years,  plus  an  additional $7,500 (U.S.) per year for surface
rentals  related  to  the  Plant.

The  lease  payment  of $47,500(U.S.), due November 1, 2002, was not made by the
Company.  Due  to  the  lease  expiration  and the exploration results discussed
above,  the  capitalized  costs  related  to the American Mine Property totaling
$450,823  were  written  off  in  the  third  quarter  of  fiscal  2003.

In  March  2003 the Company sold the Plant to a third party for $350,000 (U.S.).
In  conjunction  with  the sale, the third party paid the lessor of the American
Mine  Property  $47,500  (U.S.)  on behalf of the Company in order to extend the
Company's  lease on the property through October 31, 2003.  The Company recorded
a  reserve  for  leasehold  reclamation  costs  of  approximately  $150,000,
representing  the  estimated  costs  of  the Company's obligation to restore the
Arkansas properties to their original condition prior to lease expiration and to

                                       28
<PAGE>
                          JAGUAR RESOURCES CORPORATION
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2004

3.  MINERAL PROPERTIES AND DEFERRED EXPENDITURES  (CONTINUED)

perform  reclamation  activities as required by Arkansas regulatory authorities.
The  Company  allowed  the  lease  to  expire  effective  November  1,  2003.

Kimberlite  Mine  Property

In  November  1998,  the  Company  executed  a lease on certain property in Pike
County,  Arkansas  with  a  two-year term ending November 14, 2000 by payment of
$15,000  (U.S.).  The Company extended the lease to November 14, 2002 by payment
of  an  additional  $15,000  (U.S.)  in November 2000.  The Company allowed this
lease  to  expire  in  November 2002, and the capitalized costs totaling $84,034
were  written  off  in  the  third  fiscal  quarter  of  2003.

Southwest  Properties

In  June  1994,  the Company acquired from an unrelated company its rights under
fifteen  mineral  leases located in the southwestern region of Arkansas covering
approximately  2,000 acres.  The original dates of the leases were from May 1992
to  August 1992, with terms from 10 to 20 years.  In fiscal 2002 and fiscal 2003
the  Company elected not to renew selected leases, and, accordingly, write-downs
representing  all  prior  acquisition  costs  totaling  $86,067  and  $59,020,
respectively,  were  recorded.  The  capitalized  costs related to the remaining
active  leases  totaling $35,349 were written off in the third quarter of fiscal
2003  based upon the Company's decision to cease exploration efforts in Arkansas
as  discussed  above.

Mineral  properties  and  deferred  expenditures  were  as  follows:

<TABLE>
<CAPTION>


                                            BALANCE AT                            BALANCE AT
                                            JANUARY 31               IMPAIRED     JANUARY 31
                                               2001     ADDITIONS    WRITE-OFFS      2002
<S>                                         <C>         <C>         <C>           <C>
Arkansas Properties:
   Southwest Properties:
        Acquisition costs. . . . . . . . .  $  170,760  $    7,410  $   (86,067)  $   92,103
                                            ----------  ----------  ------------  ----------
                                               170,760       7,410      (86,067)      92,103
                                            ----------  ----------  ------------  ----------
   American Mine Property:
        Acquisition costs. . . . . . . . .     226,064      75,585            -      301,649
        Exploration costs. . . . . . . . .     134,467           -            -      134,467
                                            ----------  ----------  ------------  ----------
                                               360,531      75,585            -      436,116

   Blacklick and Twin Knobs II Properties:
        Acquisition costs. . . . . . . . .     783,845           -            -      783,845
        Exploration costs. . . . . . . . .   1,068,229     494,468            -    1,562,697
                                            ----------  ----------  ------------  ----------
                                             1,852,074     494,468            -    2,346,542

   Kimberlite Mine Property:
        Acquisition costs. . . . . . . . .      67,325           -            -       67,325
                                            ----------  ----------  ------------  ----------
                                                67,325           -            -       67,325
                                            ----------  ----------  ------------  ----------
Total acquisition costs. . . . . . . . . .   1,247,994      82,995      (86,067)   1,244,922
Total exploration costs. . . . . . . . . .   1,202,696     494,468            -    1,697,164
                                            ----------  ----------  ------------  ----------
Total costs. . . . . . . . . . . . . . . .  $2,450,690  $  577,463  $   (86,067)  $2,942,086
                                            ==========  ==========  ============  ==========
</TABLE>

                                       29
<PAGE>

                          JAGUAR RESOURCES CORPORATION
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2004

3.  MINERAL  PROPERTIES  AND  DEFERRED  EXPENDITURES  (CONTINUED)

<TABLE>
<CAPTION>



                                            BALANCE AT                            BALANCE AT
                                            JANUARY 31              IMPAIRED      JANUARY 31
                                               2002     ADDITIONS   WRITE-OFFS      2003
<S>                                         <C>         <C>         <C>           <C>
Arkansas Properties:
   Southwest Properties:
        Acquisition costs. . . . . . . . .  $   92,103  $    2,266  $   (94,369)  $        -
                                            ----------  ----------  ------------  ----------
                                                92,103       2,266      (94,369)           -

   American Mine Property:
        Acquisition costs. . . . . . . . .     301,649           -     (301,649)           -
        Exploration costs. . . . . . . . .     134,467      14,707     (149,174)           -
                                            ----------  ----------  ------------  ----------
                                               436,116      14,707     (450,823)           -

   Blacklick and Twin Knobs II Properties:
        Acquisition costs. . . . . . . . .     783,845           -     (783,845)           -
        Exploration costs. . . . . . . . .   1,562,697     165,958   (1,728,655)           -
                                            ----------  ----------  ------------  ----------
                                             2,346,542     165,958   (2,512,500)           -

   Kimberlite Mine Property:
        Acquisition costs. . . . . . . . .      67,325           -      (67,325)           -
        Exploration costs. . . . . . . . .           -      16,709      (16,709)           -
                                            ----------  ----------  ------------  ----------
                                                67,325      16,709      (84,034)           -
                                            ----------  ----------  ------------  ----------
Total acquisition costs. . . . . . . . . .   1,244,922       2,266   (1,247,188)           -
Total exploration costs. . . . . . . . . .   1,697,164     197,374   (1,894,538)           -
                                            ----------  ----------  ------------  ----------
Total costs. . . . . . . . . . . . . . . .  $2,942,086  $  199,640  $(3,141,726)  $        -
                                            ==========  ==========  ============  ==========

</TABLE>

<TABLE>
<CAPTION>


                                            BALANCE AT                          BALANCE AT
                                            JANUARY 31              IMPAIRED    JANUARY 31
                                              2003      ADDITIONS   WRITE-OFFS     2004
<S>                                         <C>         <C>         <C>         <C>
Brazilian Properties. . . .
   Tocantinzinho Properties
        Acquisition costs .                 $       -   $  527,345  $        -  $  527,345
        Exploration costs .                         -      173,788           -     173,788
                                            ----------  ----------  ----------  ----------
                                                    -      701,133           -     701,133

   Mamoal Property:
        Acquisition costs .                         -       13,150           -      13,150
        Exploration costs .                         -            -           -           -
                                            ----------  ----------  ----------  ----------
                                                    -       13,150           -      13,150
                                            ----------  ----------  ----------  ----------
Total acquisition costs . .                         -      540,495           -     540,495
Total exploration costs . .                         -      173,788           -     173,788
                                            ----------  ----------  ----------  ----------
Total costs . . . . . . . .  $                      -  $   714,283  $        -    $714,283
                                            ==========  ==========  ==========  ==========

</TABLE>

4.  DEBENTURES

In  fiscal  2002,  the  Company  completed  the issuance of $1,278,595 principal
amount of 10% secured convertible debentures ("the Debentures").  The Debentures
were  convertible  into  units  at the rate of one unit for each $2.87 principal
amount  of  the Debentures until February 16, 2003.  Each unit was to consist of
one  common share of the Company and one share purchase warrant with an exercise
price  of  $3.15, exercisable through August 16, 2003.  The conversion and share
purchase  warrant  prices above were adjusted to reflect the Company's seven for
one  share  consolidation  on  November  27,  2001.

                                       30
<PAGE>

                          JAGUAR RESOURCES CORPORATION
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2004

4.  DEBENTURES  (CONTINUED)

On  February  11,  2003, the holders of the Debentures approved the amendment of
the  conversion  price  of  the units to $0.30 and the extension of the maturity
date  of the Debentures to February 16, 2004.  As amended, each of the 4,261,976
units  consisted  of  one  common  share  of  the Company and one share purchase
warrant  with an exercise price of $0.30, exercisable through February 16, 2004.
Additionally,  the  terms  of  the Debenture were amended to include a mandatory
conversion  provision  of  all  Debentures  and exercise of all related warrants
within  30  days  after  the  closing  price  of the Company's common shares has
exceeded  $0.375  for  ten  consecutive  trading  days.

Interest at the rate of 10% was payable on conversion or maturity in cash, or at
the  election  of  the  Company, in common shares valued at the weighted average
trading  price  of  the  common  shares  of the Company for the ten trading days
preceding  the  interest payment date.  The Debentures were secured by a general
security interest in the Company's current and future assets and by the stock of
Star  U.S.,  Inc.  ("Star"),  a  wholly  owned  subsidiary of the Company, and a
wholly-owned  subsidiary  of  Star.

During fiscal 2004, several holders of the Debentures elected to convert a total
of  $197,000  principal  amount  and  received 656,666 common shares and 656,666
common  share  purchase  warrants  with exercise prices of $0.30.  Additionally,
during  the  third  quarter of fiscal 2004, a director of the Company elected to
convert  $97,000  principal  amount  and  received  323,333  common  shares.

Effective  October  31,  2003 a total of $984,595 principal amount of Debentures
were  automatically  converted into 3,281,977 units of the Company in accordance
with  the  February  11,  2003  amendments  discussed  in  the  third  preceding
paragraph.  Each  unit  consisted  of  one  common  share  and  one common share
purchase  warrant  with  exercise prices of $0.30.  Additionally, under terms of
the  mandatory  conversion provision, the expiration date of all warrants issued
upon  conversion  of the Debentures was established as December 1, 2003.  During
the  fourth  quarter  of  fiscal 2004, the Company received a total of $937,593,
representing  the  exercise  price  of  3,125,311 warrants, and issued 3,125,311
common  shares.  A  total  of  813,332  common  share warrants expired unused on
December  1,  2003.

During  fiscal  2004,  a  total of $335,075 of interest accrued on the principal
amounts  converted  during  fiscal  2004 was paid via the issuance of a total of
1,129,522  shares,  representing  the  conversion  of  the  interest  amounts at
weighted  average  prices  from  $0.17  to  $0.33  per  share.

                                       31
<PAGE>


                          JAGUAR RESOURCES CORPORATION
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2004

5.  SHARE  CAPITAL

Common  share  issuances  during  the  three years ended January 31, 2004 are as
follows:

                              STAR RESOURCES CORP.
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2004
<TABLE>
<CAPTION>

                                                                                                PRICE
                                                                                   NUMBER OF     PER
                                                      DATE                          SHARES      SHARE      AMOUNT
<S>                                         <C>                                  <C>           <C>      <C>
Balance at January 31, 2001 . . . . .. . .                                        62,971,916            $ 28,656,572
Common share options exercised. . . .. . .  March 21 through May 11, 2001          1,229,000      (1)        313,660
Common shares consolidated on a
  ratio of 7 to 1  November 27, 2001                                             (55,029,357)                      -
Issued for cash . . . . . . . . . . . . . . January 29, 2002                       5,691,376    0.20       1,138,275
                                                                                 ------------           ------------
Balance at January 31, 2002 . . . . . . . . . .                                   14,862,935              30,108,507
Issued for services . . . . . . . . . . . . March 25, 2002                           218,750    0.24          52,500
Common share options exercised. . . . . . . June 18, 2002                            570,000      (2)        153,457
Issued for cash . . . . . . . . . . . . . . September 18, 2002                     2,819,774    0.20         563,955
                                                                                 ------------           ------------
Balance at January 31, 2003 . . . . . . . . . .                                   18,471,459              30,878,419
Issued for conversion of
  convertible debentures. . . . . . . . . . May 27 through October 31, 2003        4,261,976    0.25       1,278,595
Issued for interest on
  convertible debentures. . . . . . . . .   May 27 through November 14, 2003       1,129,522      (3)        335,075
Issued for debt payment . . . . . . . . .   July 24, 2003                            107,126    0.20          20,917
Common share options exercised. . . . . .   August 7 through December 1, 2003      1,884,376      (4)        424,919
Issued for property acquisition . . . . .   August 18, 2003                        1,100,000    0.33         330,000

Common share warrants exercised . . . . .   November 30 through December 1, 2003   3,125,311    0.30         937,593
Common share warrants exercised . . . . .   January 29, 2004                       5,669,101    0.25       1,417,275
                                                                                 ------------  -------  ------------
Balance at January 31, 2004 . . . . . . . . .                                     35,748,871            $ 35,622,793
                                                                                 ============           ============

(1)  Price ranged from $0.20 to $0.32
(2)  Price ranged from $0.24 to $0.28
(3)  Price ranged from $0.17 to $0.33
(4)  Price ranged from $0.10 to $0.28

</TABLE>

On January 29, 2002 the Company completed a private placement of 5,691,376 units
at  a  price of $0.20 per unit, each unit to consist of one common share and one
share  purchase  warrant  with  an  exercise price of $0.25 per unit.  The share
purchase warrants had an expiration date of January 29, 2003, which was extended
during  fiscal  2003  to  January  29, 2004.  A total of 5,669,101 warrants were
exercised  in  January 2004, and the Company received total exercise proceeds of
$1,417,275.  A  total  of  22,275  warrants  expired unused on January 29, 2004.

On  September  18,  2002, the Company completed a private placement of 2,819,774
units at a price of $0.20 per unit, each unit consisting of one common share and
one  share purchase warrant with an exercise price of $0.25 per unit.  The share
purchase  warrants  have  an expiration date of September 18, 2004.  The Company
received  a  total of $563,955 during fiscal 2003 representing subscriptions for
the  private  placement.  Included  in  that  amount  was  a  total  of  $85,240
representing  subscriptions  for  426,200  units  by  three  of  the  Company's
directors.  As  of  January  31,  2004, 2,819,774 warrants were outstanding.  In
February  2004,  125,000  common  share warrants were exercised, and the Company
received  total  exercise  proceeds  of  $31,250.

                                       32
<PAGE>

                          JAGUAR RESOURCES CORPORATION
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2004

6.  STOCK  OPTION  PLAN

The  Company  maintains  a  stock  option  plan  for its directors, officers and
employees  and  may  issue  up  to  3,000,000  options.  At the Company's annual
meeting held July 23, 2002, shareholders approved an amendment of the 2001 Stock
Option  Plan (the "Plan") to increase the number of shares reserved for issuance
under  the  Plan  from 1,142,857 to 3,000,000.  Under the terms of the plan, the
exercise  price  of each option equals the closing market price of the Company's
stock  on  the  date of grant.  No compensation expense is recognized when stock
options  are  issued.  Any consideration paid by the optionee on the exercise of
options  is  credited  to  share  capital.  Through  July  2002 all options were
immediately  vested  and  generally have a term of five years.  The common share
options granted subsequent to July 2002 are subject to vesting requirements (25%
on  the  date  of  grant  and  12.5%  on  each  quarter  end  thereafter).

The  activity  in  common  stock  option  grants outstanding for the prior three
fiscal  years  is  as  follows (the number and prices of options for prior years
have been adjusted to reflect the seven for one share consolidation effective on
November  27,  2001):

<TABLE>
<CAPTION>


                                     2004                    2003                      2002
                              --------------------     -------------------    --------------------
<S>                           <C>        <C>          <C>        <C>          <C>        <C>
                                         Weighted                Weighted                Weighted
                                          Average                 Average                 Average
                                Amount     Price       Amount      Price        Amount     Price
                              ---------  ---------    ---------  ---------    ---------  ---------
Outstanding, beginning
 of year. . . . . . . . . .   1,946,429    $  0.24    1,475,000    $  0.26      897,857    $ 4.48
Granted . .. . . . . . . . .  4,387,001       0.30    1,145,000       0.22    1,044,143      0.44
Exercised .  . . . . . . . .  1,884,376       0.23      570,000       0.27      175,571      0.26
Forfeited . .                         -          -      103,571       0.24      291,429      0.71
                              ---------  ---------    ---------  ---------    ---------  ---------
Outstanding, end of
   year (1) . . . . . . .. . .4,449,054    $  0.31    1,946,429    $  0.24    1,475,000    $ 0.26
                              =========  =========    =========  =========    =========  =========

(1) A total of 49,286 options outstanding at January 31, 2004 (438,572 at January 31, 2003) were repriced to $0.24 effective
 January 17, 2002.  A total of 4,352,625 options are subject to vesting requirements.  A total of 450,000 options were issued in
 December 2003 subject to shareholder approval.
</TABLE>

                                       33
<PAGE>
                          JAGUAR RESOURCES CORPORATION
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2004

6.  STOCK  OPTION  PLAN  (CONTINUED)

The  following  table  summarizes information about stock options outstanding at
January  31,  2004:

<TABLE>
<CAPTION>


<S>                    <C>                  <C>                   <C>
NUMBER OUTSTANDING
AT JANUARY 31,2004        ISSUE DATE        EXPIRATION DATE       EXERCISE PRICE
     14,286 . . . . . .December 14, 1999    December 14, 2004     $   0.24
      3,571. . . . . . .April 6, 2000         April 6, 2005           0.24
      2,857. . . . . . .May 4, 2000            May 4, 2005            0.24
     14,286 . . . . .  September 27, 2000   September 27, 2005        0.24
     14,286 . . . . . .   May 11, 2001         May 11, 2006           0.24
     47,143 . . . . . . January 31, 2002     January 31, 2007         0.28
    253,125. . . . . . September 26, 2002   September 26, 2007        0.18
    712,499. . . . . .   March 6, 2003        March 6, 2008           0.10
  1,622,500. . . . .    August 14, 2003      August 14, 2008          0.30
  1,027,000. . . . .   October 21, 2003     October 21, 2008          0.40
    287,501. . . . . . November 26, 2003    November 26, 2008         0.49
    450,000. . . . . . December 17, 2003    December 17, 2008         0.42

</TABLE>

7.  STOCK  BASED  COMPENSATION

Stock-based  compensation  required  by  CICA  Handbook  Section 3870 related to
options granted to consultants increased the following expenses in the financial
statements  of  the  Company  in  2004,  2003  and  2002:

<TABLE>
<CAPTION>

               2004       2003       2002
<S>           <C>        <C>        <C>
Consulting    $54,403      $   -      $   -
              -------    -------    -------
              $54,403      $   -      $   -
              =======    =======    =======
</TABLE>

These  amounts  have  also  been  recorded as contributed surplus on the balance
sheet.

The  Company  has elected to adopt the intrinsic value-based method for employee
awards  according  to  the  CICA  Handbook  Section 3870.  Based on the computed
option  values  and the number of options issued to employees and directors, had
the  Company  recognized compensation expense, the following would have been its
effect  on  the  Company's  loss  for  the  year  and  loss  per  share:

<TABLE>
<CAPTION>



                                      2004          2003         2002
<S>                               <C>           <C>           <C>
                                        $. . . . . .  $             $
Loss for the year (as reported).     (791,928)   (4,310,135)  (1,960,664)
Pro-forma net loss for the year.   (1,199,406)   (4,468,492)  (2,230,157)

Basic loss per common share
  (as reported). . . . . . . . .        (0.04)        (0.26)       (0.21)
Pro-forma basic net loss per
  common share . . . . . . . . .        (0.06)        (0.27)       (0.24)
</TABLE>

                                       34
<PAGE>

                          JAGUAR RESOURCES CORPORATION
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2004

6.  STOCK BASED COMPENSATION  (CONTINUED)

The  fair  value  of  each  option  granted  to employees and directors has been
estimated  as  of the date of grant using the Black-Scholes option-pricing model
with  the  following  assumptions:

<TABLE>
<CAPTION>



                            2004        2003        2002
<S>                      <C>         <C>         <C>
Expected dividend yield       0%          0%          0%
Expected volatility . .     161%        141%        125%
Risk-free interest rate    3.00%       5.25%       5.25%
Expected life . . . . .  3.5 years   3.5 years   3.5 years
</TABLE>

The  weighted  average  fair  value of options granted as of January 31, 2004 is
$0.26  and  as  of  January  31,  2003  is  $0.19.

8.  INCOME  TAXES

The  Company has not incurred or paid any Canadian or United States income taxes
since  its  inception.  At  January 31, 2004 the Company has Canadian noncapital
loss  carryforwards  of approximately $2,348,000 which begin to expire in fiscal
year  2005  and  United  States  federal  net  operating  loss  carryforwards of
approximately  $18,565,000  (U.S.)  which  begin  to  expire  in  2005.

United  States  net operating losses may be limited if more than a 50% ownership
change  has  occurred  with  respect to any Company included in the consolidated
group.  If  an  ownership  change  has  occurred,  such losses are limited on an
annual  basis  to  the  value  of  the  respective Company on the date of change
multiplied  by  the  U.S.  federal  long-term, tax-exempt rate in effect for the
period.  In  addition,  some  U.S.  net operating losses may be subject to other
limitations  based  on  taxable  income  from  wholly  owned  subsidiaries  on a
stand-alone  basis.

At  January  31,  2004,  the  Company  has  incurred  approximately  $512,000 of
exploration  and development costs which may be deducted against future Canadian
taxable  income  subject  to  certain  limitations.

As  a result of the losses incurred in each year since inception of the Company,
temporary  differences between financial and tax basis of assets and liabilities
are  offset  by  operating  loss carryforwards.  The Company does not anticipate
completion  of  the  analysis  of  the  temporary  differences and the impact of
ownership  changes,  if  any,  on  net  operating  losses until such time as the
Company  becomes  profitable.  The Company does not anticipate any effect on the
consolidated  financial statements related to the ownership changes for Canadian
or  United  States  generally  accepted  accounting  principles  purposes.

9.  RELATED  PARTY  TRANSACTIONS

The  chairman  has  significant  share  ownership  of  the  Company.  Accounts
receivable  at  January  31,  2004  and  2003  includes  $105,758  and  $31,600,
respectively, receivable from the chairman of the Company.  Included in accounts
payable  and  accrued  liabilities at January 31, 2004 and 2003 is approximately
$5,800  and  $37,700,  respectively,  payable  to a law firm in which one of the
Company's  directors  is  a  partner.  Debentures  payable  at  January 31, 2003
includes  $97,000  payable  to  a  director.

10.  COMMITMENTS  AND  CONTINGENCIES

Except  as  described  below, there are no material pending legal proceedings to
which the Company or any of its subsidiaries is a party or to which any of their
property  is  subject.

On  May  15,  1998,  a  legal action styled James Cairns and Stewart Jackson vs.
Texas Star Resources Corporation d/b/a Diamond Star, Inc. was filed in the 215th
Judicial  District  Court of Harris County, Texas, Cause No. 9822760 wherein the

                                       35
<PAGE>

                          JAGUAR RESOURCES CORPORATION
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2004

10.  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Plaintiffs  allege,  among  other  things, that the Company breached contractual
agreements and committed fraud by not timely releasing or causing to be released
from an escrow account required by Canadian law certain shares of the Company to
which Plaintiffs allege that they were entitled to receive in calendar 1995 and,
as a result of the Company's alleged actions with respect to the release of such
shares,  the  Plaintiffs  sought  monetary  damages  for  losses in share value,
attorney's  fees,  court  costs,  expenses,  interest and exemplary damages.  In
1999,  the  litigation against the Company in Houston, Harris County, Texas, was
dismissed  by  the  court  with  prejudice,  leaving only the claims of James M.
Cairns,  Jr.  pending  in  British  Columbia which is generally described below.
The  legal  action  in  Texas is similar to one filed against the Company in the
Supreme  Court  of  British  Columbia,  Canada,  in August 1996 styled Cause No.
C96493;  James  M. Cairns, Jr. vs. Texas Star Resources Corporation.  In January
1993,  the  Plaintiffs  were  issued common stock of the Company in escrow which
shares  were  to be released based on exploration expenditures by the Company on
certain  of its properties in Arkansas.  The escrow requirements were imposed by
the  Vancouver  Stock  Exchange.  Plaintiffs requested that all of the shares be
released  in  1995.  At  that time the Company believed that the release of said
shares  when  requested  by  the  Plaintiffs  was  inappropriate  due  to  legal
requirements  and  regulatory concerns. The shares were subsequently released to
the  Plaintiffs. The Company intends to vigorously defend the allegations of the
Plaintiffs  in  the  pending  litigation  for damages in British Columbia and in
Texas  (if  the  case  is  appealed  or refiled) and believes it has meritorious
defenses  to  such claims. No proceedings in the action in British Columbia have
been  taken  by  the Plaintiff since March 30, 2000. However, the Company cannot
provide  any  assurances  that  it will be successful, in whole or in part, with
respect  to  its  defense of the claims of the Plaintiffs. If the Company is not
successful,  any  judgment  obtained  by  Plaintiffs  could  have a material and
adverse  effect  on  its  financial  condition.

11.  GENERAL  AND  ADMINISTRATIVE  EXPENSES

General  and  administrative  expenses  consist  of  the  following:

<TABLE>
<CAPTION>

                              2004       2003        2002
                           ----------  ----------  ----------
<S>                        <C>         <C>         <C>
  Consulting fees . . . .  $  234,253  $  134,605  $  197,473
  Depreciation expense. .      18,277      28,924      88,359
  Entertainment . . . . .      29,716      31,884      40,823
  Insurance . . . . . . .         484       7,385      22,075
  Office expenses . . . .      70,587      61,639      94,796
  Professional fees . . .     110,674      68,767     109,420
  Rent. . . . . . . . . .      33,999      32,724      32,047
  Repairs and maintenance      21,400     126,856     172,205
  Salary. . . . . . . . .     328,656     423,802     700,014
  Shareholder relations .      51,192      30,126      91,826
  Travel. . . . . . . . .      92,783      41,393     106,201
  Utilities . . . . . . .       5,150      32,624      38,124
                           ----------  ----------  ----------
    Total . . . . . . . .    $997,171  $1,020,729  $1,693,363
                           ==========  ==========  ==========

</TABLE>

                                       36
<PAGE>

                          JAGUAR RESOURCES CORPORATION
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2004

12.  DIFFERENCES  BETWEEN  CANADIAN  AND  UNITED  STATES  GENERALLY  ACCEPTED
     ACCOUNTING  PRINCIPLES  ("GAAP")

The  consolidated  financial  statements  have  been prepared in accordance with
Canadian  GAAP  which  differs  in  some  respects from United States GAAP.  The
material  differences  in respect to these financial statements between Canadian
and  United States GAAP, and their effect on the Company's financial statements,
are  summarized  below.

Mineral  Properties  and  Deferred  Expenditures

Under  Canadian  GAAP,  companies  have  the option to defer mineral exploration
expenditures  on prospective properties until such time as it is determined that
further  work  is  not warranted, at which point property costs would be written
off.  Under  United States GAAP, all exploration expenditures are expensed until
an  independent feasibility study has determined that the property is capable of
commercial  production.  At  this  stage,  the  Company  has  not yet identified
economically  recoverable  reserves on any of its properties. Accordingly, under
United  States  GAAP,  all  exploration  costs  incurred  are  expensed.

<TABLE>
<CAPTION>

                                                           2004          2003          2002
                                                       ------------  ------------  ------------
<S>                                                    <C>           <C>           <C>

Loss in accordance with Canadian GAAP . . . . . . . .  $  (791,928)  $(4,310,135)  $(1,960,664)

Deduct:
Deferred exploration expenditures capitalized
 during the period. . . . . . . . . . . . . . . . . .     (173,788)            -      (494,468)

Add:
Deferred exploration expenditures written off in the
period that would have been expensed in a prior
period. . . . . . . . . . . . . . . . . . . . . . . .            -     1,697,164             -
                                                       ------------  ------------  ------------
Loss in accordance with United States GAAP. . . . . .  $  (965,716)  $(2,612,971)  $(2,455,132)
                                                       ============  ============  ============

Loss per share (United States GAAP) . . . . . . . . .  $     (0.05)  $     (0.16)  $     (0.27)
                                                       ============  ============  ============

Weighted average shares outstanding (United States
GAAP) . . . . . . . . . . . . . . . . . . . . . . . .   21,349,766    16,439,454     9,141,534
                                                       ============  ============  ============

</TABLE>

<TABLE>
<CAPTION>



                                                             2004          2003          2002
                                                          -----------  ------------  ------------
<S>                                                       <C>          <C>           <C>
Shareholders' equity (deficiency) - Canadian GAAP. . . .  $2,449,715   $(1,557,134)  $ 1,983,089
Mineral properties and deferred exploration expenditures    (173,788)            -    (1,697,164)
                                                          -----------  ------------  ------------
Shareholders' equity (deficiency) - United States GAAP .  $2,275,927   $(1,557,134)  $   285,925
                                                          ===========  ============  ============
</TABLE>

                                       37
<PAGE>

                          JAGUAR RESOURCES CORPORATION
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2004

12.  DIFFERENCES  BETWEEN  CANADIAN  AND  UNITED  STATES  GENERALLY  ACCEPTED
     ACCOUNTING  PRINCIPLES  ("GAAP") (CONTINUED)

<TABLE>
<CAPTION>


                                                             2004        2003         2002
                                                          ----------  ----------  ------------
<S>                                                       <C>         <C>         <C>
Mineral properties and deferred exploration expenditures
 - Canadian GAAP . . . . . . . . . . . . . . . . . . . .  $ 714,283   $       -   $ 2,942,086
Mineral properties and deferred exploration expenditures
 expensed per United States GAAP . . . . . . . . . . . .   (173,788)          -    (1,697,164)
                                                          ----------  ----------  ------------
Mineral properties and deferred exploration expenditures
- United States GAAP . . . . . . . . . . . . . . . . . .  $ 540,495   $       -   $ 1,244,922
                                                          ==========  ==========  ============

</TABLE>

Foreign  Currency  Translation

Under United States GAAP for 2004 and 2003, shareholders' equity would reflect a
foreign  currency  translation  gain  of  $15,254  and  $144,289,  respectively.


(This  portion  of  the  page  is  intentionally  left  blank.)
                                       38

<PAGE>


                                INDEX TO EXHIBITS


3.1     Certificate  of  Incorporation, Memorandum  and  Articles of Texas Star
        Resources  Corporation  (the  "Company")  dated  March  12,  1986.  (a)
3.1.1   Amendment  to  Certificate  of  Incorporation and Memorandum. (b)
3.1.2   Certificate  of  Change  of  Name  dated  October  30,  1996.
3.1.3   Amendment  to  the  Company's  Memorandum, effective November 27,
        2001.  (h)
10.6    Agreement  dated July 28, 1992, between the Company and certain royalty
        holders  (as  set  forth  therein).  (a)
10.7    Stock Purchase Agreement dated July 29, 1992, by and among the Company,
        DEI,  James  M.  Cairns,  Jr., Gandy Baugh and Stewart Jackson (such
        Individuals being collectively referred  to  as the "DEI Shareholders")
        and the Amendment thereto  dated  January  13,  1993.  (a)
10.11   Prospecting Permit and Option to Lease dated November 4, 1992, between
        DEI  and  various  interest  holders.  (a)
10.12   Agreement  dated  December  22,  1992, between the Company and certain
        royalty  interest  holders.  (a)
10.16   Royalty  Interest Agreement dated January 13, 1993, by and between the
        Company  and  the DEI Shareholders relating to the properties of the
        Company and DEI  in  Arkansas.  (a)
10.40   Mining  Lease between the Company and certain royalty interest holders
        dated  November  4,  1996.  (c)
10.42   Amendment  No.  1 to Mining Lease between the Company and certain
        royalty  interest  holders  dated  November  1997.  (d)
10.43   Mining  Lease  between the Company and ABJ Hammett Estate/ Trust dated
        September  11,  1997.  (d)
10.47   Mining  Lease  Agreement  and  Lease  Modification  and  Escrow
        Agreement  dated  December  16,  1999.  (e)
10.48   Letter  Agreement  dated October 26, 2000 between the Company and
        McGeorge  Contracting  Co.  (f)
10.49   Stripping  Agreement  dated  October 31, 2000 between the Company
        and  McGeorge  Contracting  Co.  (f)
10.50   Lease  Confirmation Agreement dated effective March 16, 2000. (g)
10.51   Mining  Lease  between  the Company and ABJ Hammett Estate/ Trust
        dated  November  15,  2000.  (g)
10.52   Trust  Deed  for  Debentures  dated February 16, 2001 between the
        Company  and  Montreal  Trust  Company  of  Canada.  (g)
10.53   Pledge  Agreement  for  Shares  of  Star  U.S.,  Inc. between the
        Company  and  Montreal  Trust  Company  of  Canada  dated February
        16, 2001. (g)
10.54   Pledge  Agreement  for Shares of Diamond Operations, Inc. between
        the  Company  and  Montreal Trust Company of Canada dated February
        16, 2001. (g)
10.55   Second  Supplemental  Indenture  between  the  Company  and
        Computershare  Trust  Company  of  Canada  dated  February  11,
        2003.  (i)
10.56   Option  Agreement,  Tocantinzinho Project - Brazil dated July 31,
        2003.  (j)
22     Subsidiaries  of  the  Registrant.  (k)
23     Consent  of  Independent Auditors, Morgan & Company, dated April 30,
       2004.  (k)
24     Powers  of  Attorney  dated  April  23,  2004.  (k)
31.1   Certification  of  Chairman  pursuant to Exchange Act Rules 13a-14. (k)
32     Certification  of  Chairman  pursuant  to 18 U.S.C. Section 1350, as
       adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of
       2002.  (k)
_________________

(a)    Filed  as  an  exhibit  to Registration Statement on Form 10 as filed on
       June  23,  1993.
(b)    Filed  as  an exhibit to Form 8 Amendment No. 1 to Form 10 as filed
       on  October  4,  1993.
(c)    Filed  as an exhibit to Form 10-K for the fiscal year ended January
       31,  1997  as  filed  on  May  13,  1997.
(d)    Filed  as  an exhibit to Form 10-K for the fiscal year ended January 31,
       1998  as  filed  on  April  29,  1998.
(e)    Filed  as  an exhibit to Form 10-K for the fiscal year ended January 31,
       2000  as  filed  on  April  28,  2000.
(f)    Filed  as  an  exhibit  to  Form  10-Q for the fiscal quarter ended
       October  31,  2000  as  filed  on  December  13,  2000.
(g)    Filed  as an exhibit to Form 10-K for the fiscal year ended January
       31,  2001  as  filed  on  April  27,  2001.
(h)    Filed  as  an  exhibit  to  Form  10-Q for the fiscal quarter ended
       October  31,  2001  as  filed  on  December  13,  2001.
(i)    Filed as an exhibit to Form 10-Q for the fiscal quarter ended April
       30,  2003  as  filed  on  June  16,  2003.
(j)    Filed  as an exhibit to Form 10-Q for the fiscal quarter ended July
       31,  2003  as  filed  on  September  15,  2003.
(k)    Filed  herewith.

     All  Exhibits referred to in (a) through (j) above were filed with previous
Securities and Exchange Commission filings of the Company (File No. 0-21968) and
are  incorporated  herein  by  reference.


                                       39