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, 2003
                        Commission file number:  0-21968

                              STAR RESOURCES CORP.
             (Exact Name of Registrant as Specified in Its Charter)

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

                       2000 South Dairy Ashford, Suite 510
                              Houston, Texas 77077
          (Address of Principal Executive Offices, including Zip Code)
                                 (281) 870-9882
              (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.
     As  of  April  15, 2003, 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 $2,469,257 (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 15, 2003:
 18,471,459
Documents  incorporated  by  reference:  None.
<PAGE>

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                              STAR RESOURCES CORP.
                                    FORM 10-K
                                TABLE OF CONTENTS

ITEM                                                                        PAGE
NUMBER                                                                     NUMBER
------                                                                     ------



PART I
<S>                                                                           <C>
Item 1.     Business                                                           1
Item 2.     Properties                                                         3
Item 3.     Legal Proceedings                                                  7
Item 4.     Submission of Matters to a Vote of Security Holders                7



PART II

Item 5.      Market For Registrant's Common Stock and
              Related Stockholder Matters                                      7
Item 6.      Selected Financial Data                                          10
Item 7.      Management's Discussion and Analysis of Financial Condition and
              Results of Operations                                           11
Item 7A.     Quantitative and Qualitative Disclosures About Market Risk       13
Item 8.      Financial Statements and Supplementary Data                      14
Item 9.      Changes in and Disagreements with Accountants on Accounting and
              Financial Disclosure                                            14


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.      Controls and Procedures                                         18


PART IV

Item 15.      Exhibits, Financial Statement Schedules, and Reports on 8-K     18




</TABLE>

<PAGE>


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

GENERAL  INFORMATION

     Star  Resources  Corp.  ("the  Company")  is  engaged  in  the  business of
exploring  for and, if warranted, developing mineral properties and historically
has  concentrated  its  efforts  on  those properties with the potential for the
commercial  recovery  of  diamonds.  The  Company leases interests in properties
located  in  the  State  of  Arkansas  in  the  United  States (collectively the
"Properties").

     The  Company  has  a  wholly  owned  subsidiary, 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 2000 South Dairy Ashford,
Suite  510, Houston, Texas 77077. The Company had two (2) full-time employees at
January  31,  2003;  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
18,471,459  shares were issued and outstanding as of April 15, 2003.  The Common
Stock  of  the  Company  ranks  equally  as  to  dividends,  voting  rights  and
participation  in assets and is traded under the symbol "SRS" on the TSX Venture
Exchange.

     Unless  otherwise  stated  herein,  all  monetary  amounts are expressed in
Canadian dollars.  At April 15, 2003, the exchange rate for conversion to United
States  dollars was $1.00 (Canadian) = U.S. $ 0.6889.  Historical exchange rates
for  the  last  five  years  are  set  forth  in  Item  6  at  page  11.

     The  Company  is  subject  to substantial risks with respect to exploration
activities  and  will  require  additional capital during fiscal 2004 to acquire
exploration  opportunities,  conduct 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.  The Company's existing
properties  all  located in Arkansas are described in "Item 2.  Properties."  In
the  fourth  quarter  of  fiscal  2003  the Company decided to cease exploration
efforts  in Arkansas due to disappointing exploration results.  The Company will
continue  to  pursue mineral exploration prospects, particularly gold prospects,
on a worldwide basis as opportunities arise, subject to adequate acquisition and
exploration  funding.
                                        1
<PAGE>

     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.).

A  GLOSSARY  OF CERTAIN TECHNICAL TERMS USED HEREIN AND A GENERAL EXPLANATION OF
DIAMOND  OCCURRENCES,  EXPLORATION  AND  RECOVERY  APPEARS  ON PAGES 4-5 HEREOF.

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 in Arkansas, and the Company has
determined  not to pursue additional exploration activities on those properties.
The  Company  intends  to  pursue  gold  exploration  prospects with large scale
potential.  Additional  funds  are necessary in order for the Company 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, 2003, the Company had sufficient cash to fund general and
administrative  expenses  anticipated  during  fiscal 2004.  The Company will be
required  to  raise  additional  capital  for  acquisition  of  new  exploration
prospects  during  fiscal 2004.  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
diamond  prospects  in  Arkansas.  As  discussed in Item 2, the Company does not
intend  to  continue  exploration  activities  on  the  Arkansas  Properties.
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  Properties  have  not  been surveyed and the precise location and
extent  thereof  may  be  in  doubt.  In  particular,  the  Company's  Arkansas
Properties  are  subject  to  title  uncertainties  due to the physical loss and
destruction  of  land  records over the years in the principal county where such
properties  are  located.  The  Company does not maintain title insurance on its
properties.

                                        2
<PAGE>

                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
"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 State of
Arkansas.  The general location of the Company's Arkansas 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 where
the  Company's  rights  and interests have expired.  The glossary and background
information  relating to diamond occurrences, exploration and recovery processes
is  provided  on  pages 4-5 hereof and should be reviewed in connection with the
discussion  and  description  of the Company's Properties which follows.  As the
Company has determined not to pursue additional exploration activities on any of
its  currently  held  Properties,  the  Company does not have an interest in any
mineral  property  which  is  considered  material  to  the  Company.


                               [GRAPHIC  OMITED]
------------------------------------------------
                                        3
<PAGE>


                            GLOSSARY OF CERTAIN TERMS
                            -------------------------

     The  following  is  a  glossary  of  certain  terms  relating  to  diamond
occurrences  and  recovery,  which  may  be  utilized  in the description of the
Company's Properties and exploration activities.  The glossary should be read in
conjunction  with  the  general background information and discussion of diamond
occurrences,  exploration  and  recovery,  which  immediately  follows.

     AIRBORNE  MAGNETIC  SURVEYS.  Measuring  the  magnetic  variations  in  the
Earth's crustal rocks over a specified area by installing a magnetometer within,
or  by  towing a magnetometer behind, an aircraft and recording the variation in
the  Earth's  magnetic  field.

     ALLUVIAL  DEPOSITS.  Gravel,  sand  and  clay  deposits  formed by erosion,
including streams, wind, waves and glaciers.  Many gems, including diamonds, are
found  in  these  types  of  deposits.

     BENCH  CUTS.  The  excavation of a flat bench in rock or dirt on a slope to
stabilize  the  slope  or  to  remove  material  of value as in open pit mining.

     BULK  SAMPLING.  Acquiring  a large (often several thousand tons) sample of
rock  obtained  by mining, excavation, digging or drilling large diameter holes.
Bulk  sampling  is  necessary  to  determine  the  grade  and  value of diamonds
contained  in  a  property.

     CARAT.  A  small unit of weight for precious stones equal to 200 milligrams
or  0.2  grams.

     CORE DRILLING.  A drilling operation that accurately extracts a cylindrical
sample,  or  core,  of  rock.  This  is  an  effective means for determining the
mineralogical  composition  of  the  rock.

     DIAMOND  RECOVERY  PLANT.  A plant designed to treat large bulk samples and
recover  diamonds.  The  most  successful  recovery  method  for  processing
diamondiferous  materials  or rock is to utilize a diamond recovery plant to (I)
crush  the  rock  and  remove  the clays, (ii) pass the material through a heavy
media  separator to concentrate the diamonds and heavy minerals from the lighter
waste  rock  or  materials,  (iii) pass the heavy mineral concentrate through an
x-ray  sorting  machine  (Sortex)  and  grease  tables,  and  (iv) hand pick the
diamonds  (using sealed glove boxes) from the selected material.  Such a process
can  be  designed  for  specific  deposits  to  give  recoveries  around  99%.

     DIAMOND INDICATOR MINERALS.  Distinctive heavy minerals that may occur with
diamonds.

     DIAMONDIFEROUS.  Containing  diamonds.

     GEOPHYSICAL  SURVEYS.  Measuring  and  recording any geophysical properties
over  a  specific  area,  e.g.  gravity,  magnetics,  electrical  conductivity,
acoustical  velocities,  etc., utilizing instruments on land, water or airborne.

     INTRUSION.  Any  forcible  upwelling of molten rock (magma) into other rock
units  that  cools  and  solidifies  before it reaches the earth's surface.  (As
opposed  to  extrusion,  in  which  molten  rock  reaches the earth's surface as
volcanism).

     KIMBERLITE.  One  of  two  types  of diamond-bearing rock unit and the most
common,  often  characterized  by  a  carrot-shaped  structure  referred to as a
kimberlite  "pipe."

     LAMPROITE.  The  second  type  (and rarer) diamond-bearing rock unit, often
characterized by a champagne glass or a funnel-shaped structure referred to as a
lamproite  "vent."

     LITHOLOGY.  The  character  of  a  rock  formation.
                                        4
<PAGE>

     MACRO-  AND MICRO-DIAMONDS.  Macro-diamonds are diamonds with a diameter in
excess  of  0.5  millimeters.  Micro-diamonds  are  diamonds  less  than  0.5
millimeters  in  diameter.

     MINERALOGY.  The  science  dealing  with  inorganic,  solid,  homogeneous
crystalline  chemical  elements  or compounds (minerals), their crystallography,
physical  and  chemical  properties,  classification  and  distinguishing
characteristics.

     PETROLOGY.  The  science  that  deals with the origin, history, occurrence,
structure,  chemical  and mineralogical composition and classification of rocks.

     TRAIN  OR MINERAL TRAIN.  An elongated area containing anomalous quantities
of  indicator  minerals  derived  from  weathering  and  erosion.

     TRENCHING.  The  excavation  of  a  linear  ditch  in  rock or dirt that is
generally  deeper  than it is wide, as distinguished from a pit, which is a more
equidimensional  excavation.

BACKGROUND  OF  DIAMOND  OCCURRENCES,  EXPLORATION  AND  RECOVERY.

     Synthetic  diamonds  account for almost 75 percent of world production, but
economic  production  of  synthetics  is  limited  primarily  to  much  cheaper
industrial  diamonds.  Natural  or  primary  diamonds occur in several rare rock
types,  but  in  commercial  concentrations  they  are  found in closely-related
magmatic  rocks  called  kimberlites  or  lamproites  or  in  alluvial deposits.
Alluvial  deposits  are  formed from the erosion of the primary source rocks and
are  also important sources of natural diamonds, accounting for about 20 percent
of  primary  diamond production.  Only a small proportion of kimberlite pipes or
lamproite  vents  contain economic quantities of diamonds.  Kimberlite pipes and
lamproite  vents commonly occur in clusters (or provinces) of anywhere from 5 to
100  extending  over  an  area 30 to 60 miles across.  Lamproite rock formations
usually form funnel-shaped "vents," which have relatively gently sloping margins
as  opposed  to  kimberlite  formations,  which  are  usually  steeply  dipping
carrot-shaped  "pipes."  The  surface area of pipes and vents are small, ranging
from approximately 500 acres for the largest, with 25 to 100 acres being typical
for an economic one.  Of the 4,000 to 5,000 known kimberlite and lamproite pipes
and  vents,  only  about  1,000  are  diamondiferous, and of those, only a small
proportion  have  been  economic.  It  is estimated that only about 12 to 15 are
being  mined  today.  The Company is aware of only one commercial diamond mining
operation  in  North  America despite the presence of very large areas which are
geologically  favorable  for  hosting  diamond  bearing  pipes  or  vents.

     Initial  diamond  exploration  in  a region usually involves taking surface
samples  to  locate kimberlite or lamproite diamond indicator minerals which are
often  transported by alluvial activity.  These minerals can then be traced back
to  a  source  area  where  geophysical  surveys can help locate target pipes or
vents.  Airborne  magnetic  surveys  are  often  involved  in  the first step of
regional  exploration  to  locate  anomalous  conditions  which  may  indicate
kimberlite  or  lamproite.  Should  follow-up prospecting, trenching or drilling
discover  a pipe or vent, the next step is to determine if it is diamondiferous.
Most  of  the  current  exploration in northern Canada is of this type.  This is
usually accomplished by core drilling and taking samples from benches, trenches,
and  underground  workings.  The  presence  of  micro-diamonds is an encouraging
sign;  however,  no  conclusions  can be drawn as to the likely concentration or
quality  of  larger  (i.e.,  economic)  macro  diamonds.  Recent  technological
advances  make it possible to use the chemical compositions of certain indicator
minerals to establish whether or not a particular kimberlite host rock is likely
to  contain  diamonds.  However,  the  chemical  analysis  of  lamproite diamond
indicator  minerals  is  not  yet  this  advanced.

     The final step in evaluating a kimberlite pipe or a lamproite vent, and the
only  way to evaluate the diamond grade and value of a diamond prospect with any
degree  of  confidence,  is to obtain and analyze bulk samples.  The exploration
and evaluation of a diamond deposit is more complex and expensive than for other
commodities  because  of  the  extreme  scarcity  and  irregular distribution of
diamonds  in  their  host  rocks.  Because of this, unusually large bulk samples
must  be  taken  and  processed  to  determine  grade  and  value  accurately.
                                        5
<PAGE>

ARKANSAS  PROPERTIES

BLACK  LICK  AND  TWIN  KNOBS  II  PROPERTIES

     On  February  5,  1999, the Company entered into an agreement with Potlatch
Corporation  to  purchase  the surface rights to approximately 480 acres in Pike
County,  Arkansas located adjacent to the Company's American Mine Property for a
total  of  approximately $313,000 (U.S.).  In December 1999, the Company entered
into  an  agreement  with  a third party lessor to lease the undersurface rights
below  the  480 acres described above.  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  which  the  Company purchased from Potlatch Corporation as
described  above.  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,  the  Company  commenced a drilling program to assess
these  prospects.  Core samples totaling 14,374 feet were taken from 40 drilling
locations on the Black Lick Property.  Definition drilling commenced on the Twin
Knobs II Property in the third fiscal quarter of 2001, and core samples totaling
1,211  feet were taken from five drilling locations.   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
is  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  ("the  Plant") is 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 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.  Due to
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.

     The  Company  did  not  make  the lease payment of $47,500, due November 1,
2002.  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.
                                        6
<PAGE>

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 is 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 9 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.


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 not traded on an exchange or market in the
United States.  The Company's Common Stock is listed on the TSX Venture Exchange
("the  TSX")  in British Columbia, Canada under the symbol "SRS", and was listed
on  the  Toronto Stock Exchange ("the TSE") in Ontario, Canada, under the symbol
"SRR"  through  November 9, 2001.  The TSX now constitutes the principal trading
market  for  the  Company's  Common  Stock.  The  high  and low sales prices (in
Canadian  dollars) as quoted on the TSX (the TSE prior to November 10, 2001) for
the  below  referenced  quarterly  periods  were  as  follows:
                                        7
<PAGE>

<TABLE>
<CAPTION>


                    Price Range of Common Stock (1)
                      Fiscal Year Ended January 31
                          2003         2002
                       ---------    ----------
<S>                    <C>   <C>    <C>   <C>
Fiscal Quarter Ended   High  Low    High  Low
---------------------  ----  ----   ----  ----
April 30               0.85  0.16   0.09  0.05
July 31                0.75  0.21   0.10  0.02
October 31             0.32  0.09   0.02  0.01
January 31 (2)         0.19  0.07   0.35  0.00
</TABLE>

(1)  The  Company  consolidated  its  Common  Stock  on a seven for one basis on
 November  27,  2001.  The sales prices for periods prior to that date have been
adjusted  to  reflect  the  consolidation  on  a  pro-forma basis for comparison
purposes.
(2)  The  low  price  of  the  Company's  Common  Stock  was  trading  at a pre-
consolidation  price  of  $0.03 during the quarter ended January 31, 2002, which
is  less  than  $0.01  when adjusted to reflect the seven for one consolidation.


     The  closing price of the Company's Common Stock was $0.18 (Canadian) as of
April  15,  2003  on  the  TSX  Venture  Exchange.

     At April 15, 2003, there were 124 holders of record of the Company's Common
Stock including 103 in the United States who collectively held 10,600,294 shares
representing  57%  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.
                                        8
<PAGE>


     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.

     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.
                                        9
<PAGE>

     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
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.

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, 2003 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  36  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, 1999 through 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.
                                       10
<PAGE>


                             SELECTED CONSOLIDATED FINANCIAL INFORMATION
                             -------------------------------------------
<TABLE>
<CAPTION>


                                                              Fiscal Year Ended January 31
                                                              ----------------------------

                                                       2003      2002      2001      2000      1999
                                                     --------  --------  --------  --------  --------
                                                                  (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                                              (4,310)   (1,961)   (1,695)   (1,085)   (1,041)
Net loss per common share                              (0.26)    (0.21)    (0.20)    (0.20)    (0.20)
Weighted average common shares outstanding            16,439     9,142     8,388     5,441     5,168
Working capital (deficit)                                (63)      376       379    (1,205)      761
Total assets                                              96     3,516     3,132     1,770     1,761
Long-term debentures payable                           1,279     1,279         -         -     1,599
Deficit accumulated during the exploration stage     (32,436)  (28,125)  (26,165)  (24,469)  (23,385)
Total shareholders' equity (deficit)                  (1,557)    1,983     2,492        71        (3)
</TABLE>

EXCHANGE  RATES

     On  April  15,  2003,  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. $0.6889.  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           2002    2001    2000    1999    1998
             ------  ------  ------  ------  ------
Last Day. .  0.6542  0.6279  0.6669  0.6925  0.6535
Average (1)  0.6386  0.6446  0.6727  0.6744  0.6721
High. . . .  0.6619  0.6697  0.6936  0.6969  0.7102
Low . . . .  0.6200  0.6241  0.6410  0.6535  0.6331
</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,  2003,  2002  and  2001

     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.  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 diamond prospects in Arkansas.  As discussed in Item 2, the Company does not
intend  to  continue  exploration  activities  on  the Arkansas Properties.  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.  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.
                                       11
<PAGE>

     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  discussed  above.  During  fiscal  2002  the  Company's  mineral
properties  and  deferred  expenditures  increased  by $491,396 from $2,450,690,
largely  as  a  result of exploration expenditures on the Blacklick and the Twin
Knobs  II  Properties.

     The  Company's  revenues  during  the last three fiscal years are 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  from  inception.

     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.  General  and  administrative  expenses  increased  only  1%  from
$1,677,442  in  fiscal  2001  to  $1,693,363  in  fiscal  2002.  A  decrease  in
depreciation expense in fiscal 2002 of approximately $146,000 that resulted from
the  Diamond Recovery Plant becoming fully depreciated was offset by an increase
in  salaries  in fiscal 2002 of approximately $152,000.  As discussed above, the
salary  increase  was  related  to  the  additional  exploration  and  sampling
activities,  particularly the bulk sampling, conducted during fiscal 2002 on the
Blacklick  and  Twin  Knobs II Properties.  The Company anticipates that general
and  administrative expenses during fiscal 2004 will decrease as the Company has
sold  the  Diamond Recovery Plant and is in the early stages of mineral prospect
acquisition  and  evaluation.

LIQUIDITY  AND  CAPITAL  RESOURCES.

     As  of  January  31,  2003,  the  Company  had a working capital deficit of
$62,984  as  compared  to  working  capital of $376,057 at January 31, 2002.  At
January  31,  2003, the Company had current assets of $61,696, including $22,734
in cash and $38,962 in accounts receivable compared to total current liabilities
of  $124,680.  The  Company  received  $717,412 during fiscal 2003, representing
subscriptions  totaling $563,955 for a private placement of the Company's common
shares  and option exercises totaling $153,457.  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.

     In  the first quarter of fiscal 2002, the Company completed the issuance of
$1,278,595  principal  amount  of  10%  secured convertible debentures ("the 10%
Debentures").  The 10% Debentures were convertible into units at the rate of one
unit  for  each  $2.87 principal amount of the 10% 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 10% 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.
                                       12
<PAGE>

     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.

     During  the  2001 fiscal year the Company received approximately $1,350,000
representing  the  exercise  price  of 8,179,790 share purchase warrants with an
exercise  price  of  $0.165  per share.  During fiscal 2002 and 2001 the Company
received  $313,660  and  $1,142,930 representing the exercise price of 1,229,000
and 3,536,000 stock options, respectively, by officers, directors, employees and
consultants  at  exercise  prices  from  $0.15  to  $0.53.

     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  10%  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  Diamond  Recovery  Plant.  The  rights and interests in the
Arkansas  Properties  constitute the Company's current mineral holdings, and the
Company  does  not  intend  to  pursue exploration activities in Arkansas in the
future.  At  this  point in time, 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  exploration  activities  on  new  prospects.  The Company
intends  to  seek  additional equity financing during fiscal 2004, including the
potential exercise or conversion of the 10% Debentures, warrants and outstanding
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  Accumulated  During  the
Exploration Stage except for foreign currency translation, the capitalization of
mineral properties and deferred expenditures, and the treatment of stock options
under  FASB  Statement No. 123 "Accounting for Stock Based Compensation".  For a
discussion  of  certain differences between Canadian and United States generally
accepted  accounting  principles  impacting  the  Consolidated Statement of Cash
Flows,  see  Note  11  to  Notes  to  Consolidated  Financial  Statements.


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

None.

                                       13
<PAGE>


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 36) 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  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         45     Director                    July 8, 1998
Brian C. Irwin             63     Director                   October 3, 1995
Mark E. Jones, III         62     Director, Chairman & CEO    March 12, 1986
Leendert G. Krol           63     Director, President         March 6, 2003
Daniel B. Leonard          66     Director                   October 20, 1999
Dr. Roger Howard Mitchell  61     Director                    June 14, 1993
Dr. Roger David Morton     67     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.
                                       14
<PAGE>

     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
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.









              (This portion of the page is intentionally left blank.)
                                       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                         All other
       and                                    Other Annual  Under Options  Restricted   LTIP    Compensa-
    Principal       Fiscal    Salary   Bonus  Compensation    Granted        Shares    Payouts   tion (2)
     Position        Year      ($)      ($)        ($)          (#)           ($)        ($)      ($)
------------------  ------  ---------  -----  ------------  -------------  ----------  -------  ---------
Mark E. Jones, III   2003   US$ 60,000   -         -          130,888          -          -     US$7,800
Chairman             2002   US$ 60,000   -         -          184,072          -          -     US$7,800
                     2001       -        -         -          265,929          -          -        -

J. David Edwards     2002   US$ 62,500   -         -           21,429          -          -     US$3,900
President (1)        2001   US$125,000   -         -          228,571          -          -     US$7,300

</TABLE>

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

          OPTION GRANTS DURING THE MOST RECENTLY COMPLETED FISCAL YEAR

<TABLE>
<CAPTION>
<S>                     <C>             <C>               <C>            <C>              <C>
                                                                          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
----------------------  --------------  --------------  ---------------  --------------   ------------------
Mark E. Jones, III         55,888          4.9%             $  0.27         $  0.27         June 28, 2007
----------------------  --------------  --------------  ---------------  --------------   ------------------
Mark E. Jones, III (1)     75,000          6.6%             $  0.18         $  0.18       September 26, 2007
----------------------  --------------  --------------  ---------------  --------------   ------------------
</TABLE>

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

                      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      55,888        $ 10,600     478,125 - Exercisable     $ 0 - Exercisable
                                                   46,875 - Unexercisable   $ 0 - 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 equivalent to the weighted average trading price for a five
day,  post-consolidation  period.
                                       16
<PAGE>

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  2003, in addition to the option awards to Mr. Jones discussed above, Mr.
Glazier,  Mr.  Irwin, Mr. Leonard, Mr. Mitchell and Mr. Morton received 273,300,
121,750,  176,975,  75,000  and  121,750  options  to  purchase  common  stock,
respectively,  for  their  services  on  the  Board  of  Directors.  Mr. Glazier
received  consulting  fees  of  approximately  $20,000  during  fiscal  2003,
representing  payment  for  plant  management  services.  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 15, 2003, 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.

<TABLE>
<CAPTION>




<S>                                               <C>                <C>
NAME AND ADDRESS OF BENEFICIAL OWNER              NUMBER OF SHARES   PERCENT OF CLASS
CDS & Co.
P. O. Box 1038, Station A, 25 The Esplanade
Toronto, Ontario M5W 1G5                              7,044,302 (1)             37.5 %

Cede & Co.
P.O. Box 20, Bowling Green Station
New York, New York 10274                              3,360,087 (1)             18.8 %

Patrick L. Glazier (3)                                1,741,012 (2)              9.2 %

Brian C. Irwin                                          150,000 (2)                * %

Mark E. Jones, III                                    2,133,252 (2)             11.2 %

Leendert G. Krol                                      1,000,000 (2)              5.1 %

Daniel B. Leonard                                     1,120,369 (2)              6.0 %

Dr. Roger Howard Mitchell                               180,494 (2)                * %

Dr. Roger David Morton                                  155,428 (2)                * %

L. Vann Downs
PO Box 1620, Pembroke GA 31321                           1,074,563                5.8%

William L. Downs
PO Box 1620, Pembroke GA 31321                           1,489,403                8.1%

Officer and Directors of the Company as a group
  (7 persons)                                         6,480,555 (2)             30.8 %
</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.
                                       17
<PAGE>

     2.  A  director of the Company.  Address is 2000 South Dairy Ashford, Suite
510,  Houston, TX  77077.  Mr. Jones and Mr. Krol are also executive officers of
the Company.   Includes options to purchase common shares at $0.24 through April
6,  2005  (71,428  options  for  Mr.  Jones and 7,143 options for Mr. Mitchell).
Includes  options  to  purchase 7,143 common shares at $0.24 through May 4, 2005
for  Mr.  Mitchell.  Includes 192,643 options to purchase common shares at $0.24
through  September  27,  2005  for Mr. Jones. Includes options to purchase 1,857
common  shares at $0.24 through October 2, 2005 for Mr. Jones.  Includes options
to  purchase  common  shares at $0.24 through May 11, 2006 (87,643 for Mr. Jones
and  21,429  for  Mr.  Mitchell).  Includes options to purchase common shares at
$0.28  through  January 31, 2007 (101,700 for Mr. Glazier, 28,250 for Mr. Irwin,
40,541 for Mr. Jones, 48,025 for Mr. Leonard, 64,285 for Mr. Mitchell and 28,250
for  Mr.  Morton).  Includes  options to purchase common shares at $0.27 through
June  28,  2007  (198,300  for Mr. Glazier, 71,750 for Mr. Irwin, 55,888 for Mr.
Jones,  101,975 for Mr. Leonard and 71,750 for Mr. Morton).  Includes options to
purchase  common  shares at $0.18 through September 30, 2007 (75,000 for Messrs.
Glazier,  Jones,  Leonard,  and  Mitchell  and  50,000 for Messrs. Irwin and Mr.
Morton).  Includes  options  to purchase common shares at $0.10 through March 5,
2008  for  Mr.  Krol.  Includes 323,333 common shares for Mr. Leonard based upon
conversion  of  a  10%  Debenture  with  principal  value  of $97,000.  Includes
325,000,  763,950, and 278,875 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  300,161  shares,  where  ownership  is  shared.

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

     Debentures  payable at January 31, 2003 and 2002 include $97,000 payable to
Mr.  Leonard,  a  director  of  the Company.  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.  In January 2002, Mr. Jones
purchased  a  subscription  in  a  private  placement  by payment of $95,550 and
received  477,750  common  shares and 477,750 warrants to purchase common shares
with  an  exercise  price  of  $0.25 through January 29, 2004.  Amounts totaling
$24,681  and  $99,140  were paid by the Company during fiscal 2003 and 2002 to a
law  firm  in  which Mr. Irwin is a partner.  Accounts receivable at January 31,
2003  includes  $31,600  receivable  from  Mr.  Jones.  See Notes 6 and 8 to the
Consolidated  Financial  Statements for additional information regarding related
party  transactions.

ITEM  14.     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. 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.
                                       18
<PAGE>

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:


                              STAR RESOURCES CORP.

                   Index  to  Consolidated  Financial  Statements
                                                                            Page

Report  of  Independent  Auditors  -  Morgan  &  Company                      21
Consolidated  Financial  Statements:
     Consolidated  Balance  Sheets  -  January  31,  2003  and  2002          22
     Consolidated  Statements  of  Operations  and  Deficit  Accumulated
       During  the  Exploration  Stage  for  each  of  the  years  ended
       January  31,  2003,  2002  and  2001                                   23
     Consolidated  Statements  of  Cash  Flows  for  each  of  the  years
       ended  January  31,  2003,  2002  and  2001                            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,  2003                        STAR  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       Chief Executive Office and Director   April 30, 2003
______________________
Mark E. Jones, III*
_____________________                     Director                 April 30, 2003
Patrick L. Glazier*
_____________________                     Director                 April 30, 2003
Brian C. Irwin*
_____________________              President and Director          April 30, 2003
Leendert G. Krol*
_____________________                     Director                 April 30, 2003
Daniel B. Leonard*
____________________                      Director                 April 30, 2003
Dr. Roger Howard Mitchell*
______________________                    Director                 April 30, 2003
Dr. Roger David Morton*

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

                                       20
<PAGE>



                                AUDITORS' REPORT

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

We  have  audited  the consolidated balance sheets of Star Resources Corporation
(an  exploration  stage  enterprise)  as  at  January 31, 2003 and 2002, and the
consolidated  statements of operations and deficit, and cash flows for the years
ended  January 31, 2003, 2002, and 2001. 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, 2003
and  2002,  and the results of its operations and cash flows for the years ended
January 31, 2003, 2002, and 2001, 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,  2003                                          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,  2003, 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,  2003                                          Chartered  Accountants

                                      21
<PAGE>

<TABLE>
<CAPTION>

                                    STAR RESOURCES CORP.
                             (AN EXPLORATION STAGE ENTERPRISE)
                                CONSOLIDATED BALANCE SHEETS


                                                      January 31, 2003    January 31, 2002
                                                     ------------------  ------------------
                                                             (In Canadian Dollars)
<S>                                                  <C>                 <C>
ASSETS
Current assets:
   Cash                                              $          22,734   $         493,305
   Accounts receivable                                          38,962              14,838
                                                     ------------------  ------------------
                                                                61,696             508,143
Property, plant, and equipment, at cost:
  Mineral properties and deferred
     expenditures (Note 3)                                           -           2,942,086
  Diamond sorting and recovery pilot plant                   1,905,873           1,905,873
  Buildings, equipment and other                               101,853             143,421
  Accumulated depreciation                                  (1,982,185)         (1,995,438)
                                                     ------------------  ------------------
                                                                25,541           2,995,942
                                                     ------------------  ------------------

Other assets                                                     9,018              12,289
                                                     ------------------  ------------------
Total assets                                         $          96,255   $       3,516,374
                                                     ==================  ==================

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
   Accounts payable and accrued liabilities          $         124,680   $         132,086
                                                     ------------------  ------------------
Total current liabilities                                      124,680             132,086

Debentures (Note 4)                                          1,278,595           1,278,595
Interest payable (Note 4)                                      250,114             122,604
Commitments and contingencies (Note 9)

Shareholders' equity (deficit)
   Common share capital, no par value:
     Authorized shares - 100,000,000
     Issued and outstanding shares - 18,471,459
       (14,862,935 at January 31, 2002) (Note 5)            30,878,419          30,108,507
  Deficit accumulated during the exploration stage         (32,435,553)        (28,125,418)
                                                     ------------------  ------------------
Total shareholders' equity (deficit)                        (1,557,134)          1,983,089
                                                     ------------------  ------------------
Total liabilities and shareholders' equity           $          96,255   $       3,516,374
                                                     ==================  ==================

Approved by the Board of Directors.

See accompanying notes.
</TABLE>
                                      22
<PAGE>

<TABLE>
<CAPTION>


                                       STAR RESOURCES CORP.
                                (AN EXPLORATION STAGE ENTERPRISE)
                        CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

                                                              Year  Ended  January  31,

                                                          2003           2002           2001
                                                      -------------  -------------  -------------
                                                                (In Canadian Dollars)
<S>                                                   <C>            <C>            <C>
Revenues:
  Interest income                                     $      1,618   $      6,514   $     11,383
  Gain on sale of equipment                                 10,740              -              -
                                                      -------------  -------------  -------------
                                                            12,358          6,514         11,383
Expenses:
  General and administrative (Note 10)                   1,020,729      1,693,363      1,677,442
  Finance charges                                           22,396         91,116         19,583
  Write-down of mineral properties (Note 3)              3,141,726         86,067              -
  Interest expense                                         127,510        122,932         11,755
  Translation (gains) losses                                10,132        (26,300)        (2,090)
                                                      -------------  -------------  -------------
                                                         4,322,493      1,967,178      1,706,690
                                                      -------------  -------------  -------------
Loss before provision for income taxes                  (4,310,135)    (1,960,664)    (1,695,307)
Provision for income taxes (Note 7)                              -              -              -
                                                      -------------  -------------  -------------
Net loss                                                (4,310,135)    (1,960,664)    (1,695,307)
Deficit accumulated during the exploration stage at
beginning of the year                                  (28,125,418)   (26,164,754)   (24,469,447)
                                                      -------------  -------------  -------------
Deficit accumulated during the exploration stage at
end of the year                                       $(32,435,553)  $(28,125,418)  $(26,164,754)
                                                      =============  =============  =============

Basic and diluted net loss per common share           $      (0.26)  $      (0.21)  $      (0.20)
                                                      =============  =============  =============

Weighted-average common shares outstanding              16,439,454      9,141,534      8,387,527

See accompanying notes.


</TABLE>
                                      23
<PAGE>

<TABLE>
<CAPTION>


                                         STAR RESOURCES CORP.
                                         STAR RESOURCES CORP.
                                  (AN EXPLORATION STAGE ENTERPRISE)
                                CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                    Year  ended  January  31,
                                                                 2003          2002          2001
                                                             ------------  ------------  ------------
                                                                       (In Canadian Dollars)
<S>                                                          <C>           <C>           <C>
Operating activities:
  Net loss                                                   $(4,310,135)  $(1,960,664)  $(1,695,307)
  Items not affecting cash:
    Depreciation                                                  28,924        88,358       234,852
    Write-down of mineral properties                           3,141,726        86,067             -
    Interest expense                                             127,510       122,604        11,755
    Other                                                          4,275           534             -
                                                             ------------  ------------  ------------
                                                              (1,007,700)   (1,663,101)   (1,448,700)
                                                             ------------  ------------  ------------
Changes in noncash working capital:
    Accounts receivable                                          (24,124)       93,672        30,993
    Prepaid expenses and other assets                                  -             -        (8,847)
    Accounts payable and accrued liabilities                      45,094       (63,507)       32,917
                                                             ------------  ------------  ------------
                                                                  20,970        30,165        55,063
                                                             ------------  ------------  ------------
Net cash used in operating activities                           (986,730)   (1,632,936)   (1,393,637)
Investing activities:
  Property acquisition and exploration                          (199,640)     (577,463)   (1,462,821)
  Buildings, equipment and other                                  (1,613)      (48,403)      (41,739)
                                                             ------------  ------------  ------------
Net cash used in investing activities                           (201,253)     (625,866)   (1,504,560)
                                                             ------------  ------------  ------------
Financing activities:
  Proceeds from issuances of common shares                       717,412     1,451,935     2,492,596
  Issuances of advances and notes payable (net)                        -      (445,000)      445,000
  Proceeds from issuance of convertible debentures                     -     1,278,595             -
                                                             ------------  ------------  ------------
Net cash provided by financing activities                        717,412     2,285,530     2,937,596
                                                             ------------  ------------  ------------

Increase (decrease) in cash and temporary cash investments      (470,571)       26,728        39,399
Cash and temporary cash investments, beginning of period         493,305       466,577       427,178
                                                             ------------  ------------  ------------
Cash and temporary cash investments, end of period           $    22,734   $   493,305   $   466,577
                                                             ============  ============  ============

See accompanying notes.
</TABLE>
                                      24
<PAGE>

                              STAR RESOURCES CORP.
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2003

1.  OPERATIONS

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.
Since  fiscal  year  1993,  the  Company  has  concentrated  its  efforts on the
acquisition  and  exploration  of  mineral  properties  with  the  potential for
economically  recoverable  diamonds.  As discussed in Note 3, in fiscal 2003 the
Company  wrote  off  all  costs  capitalized  as mineral properties and deferred
expenditures based upon exploration results.  The Company intends to pursue gold
exploration  opportunities  that  have  large scale potential, with prospects in
South  America  as  the primary focus.  See Note 3 for further discussion of the
Company's  mineral  property  interests.

SIGNIFICANT  ESTIMATES

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.

GOING  CONCERN

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will continue as a going concern.  The Company anticipates that amounts
received  for  the  sale  of its diamond sorting and recovery plant in the first
quarter of fiscal 2004 as discussed in Note 12 will be sufficient to satisfy the
Company's  cash  needs for general and administrative expenses during the fiscal
2004.  The  Company  has  incurred  operating losses and will require additional
cash  to  obtain  new leases and fund exploration activities during fiscal 2004.
These conditions raise substantial doubt about the Company's ability to continue
as  a  going  concern. The financial statements do not include any adjustment to
reflect  the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
outcome  of  this  uncertainty.

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  11.

PRINCIPLES  OF  CONSOLIDATION

The  consolidated  financial  statements include the accounts of the Company 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.

                                      25
<PAGE>
                              STAR RESOURCES CORP.
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2003

2.  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

As of January 31, 2003 and 2002, 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,  2003,  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 sorting and recovery pilot
plant  (the  "Plant") 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, 2003, 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.
                                      26
<PAGE>
                              STAR RESOURCES CORP.
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2003

2.  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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.

3.  MINERAL  PROPERTIES  AND  DEFERRED  EXPENDITURES

ARKANSAS  PROPERTIES

Black  Lick  and  Twin  Knobs  II  Properties

On  February  5,  1999,  the  Company  entered  into  an agreement with Potlatch
Corporation  to  purchase  the surface rights to approximately 480 acres in Pike
County,  Arkansas located adjacent to the Company's American Mine Property for a
total  of  approximately $313,000 (U.S.).  In December 1999, the Company entered
into  an  agreement  with  a third party lessor to lease the undersurface rights
below  the  480 acres described above.  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  which  the  Company purchased from Potlatch Corporation as
described  above.  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,  the  Company commenced a drilling program to assess these
prospects.  Core  samples  totaling  14,374  feet  were  taken  from 40 drilling
locations on the Black Lick Property.  Definition drilling commenced on the Twin
Knobs II Property in the third fiscal quarter of 2001, and core samples totaling
1,211  feet were taken from five drilling locations.   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
is  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.

                                      27
<PAGE>

                              STAR RESOURCES CORP.
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2003

3.  MINERAL PROPERTIES AND DEFERRED EXPENDITURES  (CONTINUED)

American  Mine  Property

Pursuant  to  an  agreement  dated  November  4, 1992, Diamond Exploration, Inc.
("DEI"),  a  wholly  owned  subsidiary  of  the Company, was granted a permit to
explore  a  mineral  property  located  in Pike County, Arkansas.  The Company's
Diamond  Recovery  Plant  ("the  Plant") is 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 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.

As  discussed  in  Note  12, 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.

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.

                     (This portion of the page is intentionally left blank.)
                                      28
<PAGE>
                              STAR RESOURCES CORP.
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2003

3.  MINERAL PROPERTIES AND DEFERRED EXPENDITURES  (CONTINUED)

Mineral  properties  and  deferred  expenditures  were  as  follows:

<TABLE>
<CAPTION>
                                            BALANCE AT                         BALANCE AT
                                            JANUARY 31              IMPAIRED   JANUARY 31
                                              2000      ADDITIONS  WRITE-OFFS      2001
<S>                                         <C>       <C>         <C>          <C>
Arkansas Properties:
   Southwest Properties:
        Acquisition costs                   $156,373  $   14,387  $         -  $  170,760
                                            --------  ----------  -----------  ----------
                                             156,373      14,387            -     170,760

   American Mine Property:
        Acquisition costs                    176,460      49,604            -     226,064
        Exploration costs                     76,977      57,490            -     134,467
                                            --------  ----------  -----------  ----------
                                             253,437     107,094            -     360,531

   Blacklick and Twin Knobs II Properties:
        Acquisition costs                    533,902     249,943            -     783,845
        Exploration costs                          -   1,068,229            -   1,068,229
                                            --------  ----------  -----------  ----------
                                             533,902   1,318,172            -   1,852,074

   Kimberlite Mine Property:
        Acquisition costs                     44,157      23,168            -      67,325
                                            --------  ----------  -----------  ----------
                                              44,157      23,168            -      67,325
                                            --------  ----------  -----------  ----------
Total acquisition costs                      910,892     337,102            -   1,247,994
Total exploration costs                       76,977   1,125,719            -   1,202,696
                                            --------  ----------  -----------  ----------
Total costs                                 $987,869  $1,462,821  $         -  $2,450,690
                                            ========  ==========  ===========  ==========
</TABLE>

<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>

                              STAR RESOURCES CORP.
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2003

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>

4.  DEBENTURES

In  February  2002,  the  Company completed the issuance of $1,278,595 principal
amount of 10% secured convertible debentures ("the Debentures").  The Debentures
were  convertible  into  445,503  units  at  the rate of one unit for each $2.87
principal  amount of Debenture until February 16, 2003.  Each unit would 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  as  disclosed  in  Note  5.

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 10% 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% is 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 are 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.

                                      30
<PAGE>

                              STAR RESOURCES CORP.
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2003

5.  SHARE  CAPITAL

Common  share  issuances  during  the  three years ended January 31, 2003 are as
follows:

<TABLE>
<CAPTION>

                                                        DATE                    NUMBER OF SHARES    PRICE PER SHARE    AMOUNT
<S>                                    <C>                                      <C>                 <C>             <C>
Balance at January 31, 2000                                                        42,618,650                       $ 24,540,467
Common share options exercised         February 14 through September 28, 2000       3,536,000            (1)           1,142,930
Issued for conversion of convertible
 debentures                            February 14 through April 12, 2000           8,271,233         $ 0.165          1,364,754
Common share warrants exercised        February 29 through April 16, 2000           8,179,790           0.165          1,349,666
Issued for interest on convertible
 debentures                            February 29 through April 30, 2000             249,898            (2)             183,130
Issued for services                    November 2, 2000                               116,345           0.65              75,625
                                                                                  -----------                       ------------
Balance at January 31, 2001                                                        62,971,916                         28,656,572
Common share options exercised         March 21 through May 11, 2001                1,229,000            (3)             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            (4)             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
                                                                                  ===========                       ============

(1)  Price ranged from $0.15 to $0.53
(2)  Price ranged from $0.62 to $0.93
(3)  Price ranged from $0.20 to $0.32
(4)  Price ranged from $0.24 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 $1,138,275 was received by
the  Company  during  the  third and fourth quarters of fiscal 2002 representing
subscriptions for the private placement.  Included in that amount was a total of
$188,325  representing subscriptions for 941,625 units by three of the Company's
directors.

In  March  2002  the  Company  issued  a total of 218,750 common shares to three
creditors  to  settle  debts  totaling  $52,500, which were included in accounts
payable  and  accrued liabilities as of January 31, 2002.  During June 2002, the
Company  received  proceeds  of $153,457, representing the exercise by directors
and employees of 570,000 common share options with exercise prices from $0.24 to
$0.28.

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.  A total of
$563,955  was  received  by  the  Company  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.

                                      31
<PAGE>

                              STAR RESOURCES CORP.
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2003

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  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>
                                   2003                 2002                  2001
                          --------------------  ------------------   ----     ----
<S>                       <C>        <C>        <C>        <C>        <C>       <C>
                                     Weighted              Weighted             Weighted
                                      Average               Average              Average
                            Amount     Price      Amount     Price    Amount      Price
                          ---------  ---------  ---------  --------   -------   --------
Outstanding, beginning
 of year                  1,475,000     $ 0.26    897,857    $ 4.48   748,571    $ 2.24
Granted                   1,145,000       0.22  1,044,143      0.44   692,286      4.97
Exercised                   570,000       0.27    175,571      0.26   505,143      2.24
Forfeited                   103,571       0.24    291,429      0.71    37,857      3.78
                          ---------  ---------  ---------  --------   -------   -------
Outstanding, end of
year (1)                  1,946,429  $    0.24  1,475,000    $ 0.26   897,857    $ 4.48
                          =========  =========  =========  ========   =======   =======

(1) A total of 438,572 options outstanding at January 31, 2003 (635,000 at January 31, 2002)
 were repriced to $0.24 effective January  17,  2002.  A  total  of  343,750  options  are
subject  to  vesting requirements.

</TABLE>

The  following  table  summarizes information about stock options outstanding at
January  31,  2003:

<TABLE>
<CAPTION>
<S>                    <C>                   <C>                     <C>
NUMBER OUTSTANDING
AT JANUARY 31,2003         ISSUE DATE          EXPIRATION DATE       EXERCISE PRICE
     14,286            December 14, 1999     December 14, 2004          $ 0.24
     82,142              April 6, 2000         April 6, 2005              0.24
     10,000               May 4, 2000           May 4, 2005               0.24
    206,929            September 27, 2000    September 27, 2005           0.24
      1,857              October 2, 2000       October 2, 2005            0.24
    123,358               May 11, 2001          May 11, 2006              0.24
    387,857             January 31, 2002      January 31, 2007            0.28
    570,000              June 28, 2002         June 28, 2007              0.27
    550,000            September 26, 2002    September 26, 2007           0.18

</TABLE>
                                      32
<PAGE>

                              STAR RESOURCES CORP.
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2003

7.  INCOME  TAXES

The  Company has not incurred or paid any Canadian or United States income taxes
since  its  inception.  At  January 31, 2003 the Company has Canadian noncapital
loss  carryforwards  of approximately $2,096,000 which begin to expire in fiscal
year  2004  and  United  States  federal  net  operating  loss  carryforwards of
approximately  $18,357,000  (U.S.)  which  begin  to  expire  in  2004.

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,  2003,  the  Company  has  incurred  approximately  $538,000 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.

8.  RELATED  PARTY  TRANSACTIONS

The  chairman  of  the Company serves as chairman for a third party company with
which  the  Company  shares  the cost of office space and certain administrative
personnel.  The  chairman  has  significant  share  ownership  of  the  Company.
Debentures  payable  at  January 31, 2003 and 2002 includes $97,000 payable to a
director.  Accounts  receivable  at January 31, 2003 includes $31,600 receivable
from  the  chairman  of  the  Company.  Included in accounts payable and accrued
liabilities  at  January 31, 2003 is approximately $37,700 payable to a law firm
in  which  one  of  the  Company's  directors  is  a  partner.

9.  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
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.
                                      33
<PAGE>
                             STAR RESOURCES CORP.
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2003

9.  COMMITMENTS  AND  CONTINGENCIES (CONTINUED)

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.

10.  GENERAL  AND  ADMINISTRATIVE  EXPENSES

General  and  administrative  expenses  consist  of  the  following:

<TABLE>
<CAPTION>
                            2003        2002        2001
                         ----------  ----------  ----------
<S>                      <C>         <C>         <C>
Consulting fees          $  134,605  $  197,473  $  175,357
Depreciation expense         28,924      88,359     234,852
Entertainment                31,884      40,823      49,542
Insurance                     7,385      22,075      22,860
Office expenses              61,639      94,796     108,620
Professional fees            68,767     109,420     145,624
Rent                         32,724      32,047      86,901
Repairs and maintenance     126,856     172,205      91,634
Salary                      423,802     700,014     547,678
Shareholder relations        30,126      91,826      66,397
Travel                       41,393     106,201     129,417
Utilities                    32,624      38,124      18,560
                         ----------  ----------  ----------
  Total                  $1,020,729  $1,693,363  $1,677,442
                         ==========  ==========  ==========

</TABLE>

11.  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.
                                      34
<PAGE>
                             STAR RESOURCES CORP.
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2003

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

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>

                                                             2003          2002            2001
                                                        -------------  -------------  -------------
<S>                                                     <C>            <C>            <C>
Loss in accordance with Canadian GAAP                   $ (4,310,135)  $ (1,960,664)  $ (1,695,307)
Deduct:
  Deferred exploration expenditures capitalized
    during the period                                              -       (494,468)    (1,125,719)

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              $ (2,612,971)  $ (2,455,132)  $ (2,821,026)
                                                        =============  =============  =============

Loss per share (United States GAAP)                     $  (0.16)       $  (0.27)      $  (0.34)
                                                        =============  =============  =============
Weighted average shares outstanding (United States
  GAAP)                                                   16,439,454      9,141,534      8,387,527
                                                        =============  =============  =============

</TABLE>

<TABLE>
<CAPTION>
                                                              2003          2002          2001
                                                          ------------  ------------  ------------
<S>                                                       <C>           <C>           <C>
Shareholders' equity (deficiency) - Canadian GAAP         $ (1,557,134)  $ 1,983,089   $ 2,491,818
Mineral properties and deferred exploration expenditures             -    (1,697,164)   (1,202,696)
                                                          ------------  ------------  ------------
Shareholders' equity (deficiency) - United States GAAP    $ (1,557,134)  $   285,925   $ 1,289,122
                                                          ============  ============  ============

</TABLE>

<TABLE>
<CAPTION>
                                                             2003         2002          2001
                                                          ----------  ------------  ------------
<S>                                                       <C>         <C>           <C>
Mineral properties and deferred exploration expenditures
 - Canadian GAAP                                          $        -  $ 2,942,086   $ 2,450,690
Mineral properties and deferred exploration expenditures
  expensed per United States GAAP                                  -   (1,697,164)   (1,202,696)
                                                          ----------  ------------  ------------
Mineral properties and deferred exploration expenditures
- United States GAAP                                      $        -  $ 1,244,922   $ 1,247,994
                                                          ==========  ============  ============
</TABLE>
                                      35
<PAGE>
                              STAR RESOURCES CORP.
                        (AN EXPLORATION STAGE ENTERPRISE)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 31, 2003

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

Foreign  Currency  Translation

Under United States GAAP for 2003 and 2002, shareholders' equity would reflect a
foreign  currency  translation  gain  of  $144,289  and  $256,142, respectively.

Accounting  for  Stock  Options

The  Company  accounts for options granted according to requirements of Canadian
GAAP,  and  those  requirements  are  similar  to  the  accounting prescribed in
Accounting  Principles  Board  Opinion  No.,  "Accounting  for  Stock  Issued to
Employees" (APB 25).   Under APB 25, because the exercise price of the Company's
employee  stock  options  equals the market price of the underlying stock on the
date  of  grant,  no  compensation expense is recognized.  An alternative method
under  United  States  GAAP is the fair value accounting provided for under FASB
Statement  No.  123,  "Accounting for Stock-Based Compensation" (Statement 123),
which  requires  the  use  of  option  valuation  models.  Pro forma information
regarding  net  income  and earnings per share is required by Statement 123, and
has  been  determined as if the Company had accounted for its options granted to
consultants,  directors  and  employees  under  the  fair  value  method of that
Statement.  The  fair value for these options was estimated at the date of grant
using  a  Black-Scholes option pricing model with the following weighted-average
assumptions  for  2001,  2002  and  2003:  risk-free  interest rate of 5.25%; no
dividends  for any year; volatility factor of the expected life of the Company's
common stock of 141% for 2003 (125% in fiscal 2002 and 104% in fiscal 2001); and
a  weighted  average  expected  life  of the option of three and one-half years.

The  Company's  pro forma information follows (the net loss per common share for
fiscal  2001  has  been adjusted to reflect the share consolidation in November,
2001):

<TABLE>
<CAPTION>
                                             2002          2001          2000
<S>                                      <C>           <C>           <C>
Pro forma net loss                       $(4,468,492)  $(2,230,157)  $(4,249,941)
Pro forma net loss per common share        $ (0.27)      $ (0.24)      $ (0.47)

</TABLE>

12.  SUBSEQUENT  EVENTS

In  March  2003  the  Company  sold  the  Diamond  Recovery Plant located on the
American  Mine  Property  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.

In  March  2003,  the Company issued to an officer options to purchase 1,000,000
common  shares  at  $0.10  per  share  exercisable  through  March  5,  2008.





                                      36
<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)
22   Subsidiaries of the Registrant. (i)
23   Consent of Independent Auditors, Morgan & Company, dated April 30, 2003.
     (i)
24   Powers of Attorney dated April 22, 2003. (i)
99   Certification of Chairman pursuant to 18 U.S.C. Section 1350, as adopted
     pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (i)
_________________

(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 herewith.

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





<PAGE>