SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F

	[  ]  Registration statement pursuant to Section 12(b) or
12(g) of the
Securities Exchange Act of 1934
or
	[X]  Annual report pursuant to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
	For the Fiscal Year ending June 30, 2002
or
	[  ]  Transition report pursuant to Section 13 or 15(d) of
the Securities
Exchange Act of 1934
	For the transition period from _____ to _____ (N/A)

Commission File Number:	   0-28248

CONSOLIDATED TRILLION RESOURCES LTD.
(formerly Trillion Resources Ltd.)
(Exact Name of Registrant as Specified in its Charter)

CONSOLIDATED TRILLION RESOURCES LTD.
(Translation of Registrant's Name into English)

Alberta, Canada
(Jurisdiction of Incorporation or Organization)

Suite 900 - 475 Howe Street
Vancouver, B.C.  V6C 2B3
(Address of Principal Executive Offices)

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

	Title of Each Class				Name of Each Exchange
							on Which Registered

		N/A						N/A

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

Common Shares without par value
(Title of Class)

Securities for which there is a reporting obligation pursuant to
Section 15(d)
of the Act:

	N/A
(Title of Class)

Indicate the number of outstanding shares of each of the
issuer's classes of
capital or common stock as of June 30, 2002:
	8,899,512		Common Shares without par value.


Indicate by checkmark whether the registrant (1) has filed all
reports required
to be filed by Section 13 or 15(d) of the Securities and
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 checkmark which financial statement item the
registrant has elected
to follow.

			ITEM 17	X	 		ITEM 18

Exhibit Index Page:	 F-1


TABLE OF CONTENTS

PART I 											PAGE

ITEM 1		Identity of Directors, Senior Management and
Advisors
	5

ITEM 2		Offer Statistics and Expected Timetable

	5

ITEM 3		Key Information
	5

ITEM 4		Information of the Company
		7

ITEM 5		Operating and Financial Review and Prospects

	12

ITEM 6		Directors, Senior Management and Employees

	14

ITEM 7		Major Shareholders and Related Party Transactions

	17

ITEM 8		Financial Information
		18

ITEM 9		The Offer and Listing
		18

ITEM 10	Additional Information
	19

ITEM 11	Quantitative and Qualitative Disclosure about Market
Risk
	21

ITEM 12	Description of Securities other than Equity Securities

	21

ITEM 13	Defaults, Dividend Arrearages and Delinquencies
		21

PART II 											PAGE

ITEM 14	Material Modifications to the Rights of the Security
Holders
and Use of Proceeds								21

PART III 											PAGE

ITEM 17	Financial Statements
	21

ITEM 18 	Financial Statements
	21

ITEM 19	Financial Statement and Exhibits
	22

GLOSSARY


Bankable Feasibility Study	means, "a study of the feasibility
of
establishments of any mine within the area of the Claims,
prepared by an
independent consultant (who shall be an internationally
recognized expert in the
field), upon which a decision to commence commercial mining may
be made."

Kimberlite	a rock formation commonly found to host diamonds

mineralization	material containing minerals of value

resource	the estimated quantity and grade of mineralization
that is of
potential economic merit.  A resource estimate does not require
specific mining,
metallurgical, environmental, price, and cost data, but the
nature and
continuity of mineralization must be understood  A resource
classification
differs from "mineralization" as that term is used in National
Policy 2-A in
that the latter refers to a natural aggregate of one or more
metallic minerals,
which may or may not be of economic interest

tonne	dry long ton (2,240 pounds)


PART I

ITEM 1	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS


Not applicable.

ITEM 2	OFFER STATISTICS AND EXPECTED TIMETABLE


Not applicable.

ITEM 3			KEY INFORMATION
A. Selected Financial Data.

Table 1 - Presented in Accordance with Canadian GAAP.
(Thousands of Canadian dollars, except per share amounts)

						Years ended June 30
			2002		2001		2000		1999		1998

Total Revenues	964		4,298	3,605	9,386	9,381
Net Income	(369)	2,851	(1,735)	(32,918)	(30,530)
Income (Loss)
Per common
Share		(0.04)	0.32		(0.32)	(6.84)	(6.42)
Total assets	3,212	3,526	895		14,615	49,269
Long term debt	   -		   -		  -		   -		9,759
Total
Shareholders'
Equity		2,928	3,297	446		351		33,269


Table 2 - Presented in Accordance with U.S. GAAP.
	(Thousands of Canadian dollars, except per share amounts)


						Years ended June 30
			2002		2001		2000		1999		1998

Total Revenues	964		4,298	3,605	9,386	9,381
Net Income	(369)	3,139	(970)	(26,323)	(33,643)
Income (Loss)
Per common
Share		(0.04)	0.35		(0.18)	(5.47)	(7.08)
Total assets	3,291	3,617	802		34,467	42,638*
Long term debt	   -		   -		  -		   -		9,759
Total
Shareholders'
Equity		3,007	3,388	353		(702)	26,238*

Note:  Refer to Note 8 of the Company's 2002 Consolidated
Financial Statements
for a reconciliation of Canadian and U.S. GAAP.

*As restated to reflect Canadian and US GAAP differences for
long term
investments and mineral exploration.

CURRENCY AND EXCHANGE RATES

All dollar amounts set forth in this annual report are in
Canadian dollars,
except where otherwise indicated.  The following table sets
forth (i) the rates
of exchange for the Canadian dollar, expressed in U.S. dollars,
in effect at the
end of each of the June 30th period ends indicated; (ii) the
average exchange
rates in effect on the last day of each month during such
periods; (iii) the
high and low exchange rate during such periods, in each case
based on 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.

						Years ended June 30
			2002		2001		2000		1999		1998
Rate at end of
Period		0.65870	0.66070	0.6758	0.6775	0.6843
Average rate
During period	0.63796	0.65887	0.67941	0.6623	0.7054
High Rate		0.66560	0.68330	0.69830	0.6917	0.6983
Low Rate		0.61750	0.631160	0.65880	0.6307	0.7054

On December 27 2002, the closing buying rate in New York City
for cable transfer
in Canadian dollars as certified for customs purposes by the
Federal Reserve
Bank of New York was $0.6376 U.S. = $1.00 Canadian. Amounts
converted from
Zimbabwe dollars to Canadian dollars in this registration
statement have been
calculated using a conversion rate of $1 Zimbabwe dollar to
approximately each
Cdn. $0.0284(approximately $0.01875 US).

B.	Capitalization and Indebtedness

Not applicable.

C.	Reasons for the offer and use of proceeds.

Not applicable.
D. Risk factors

There are no governmental laws, decrees or regulations in Canada
relating to
restrictions on the import/export of capital affecting the
remittance of
interest, dividends or other payments to non-residential holders
of Trillion's
shares.  Any such remittances to United States residents,
however, may be
subject to a 15% withholding tax pursuant to Article X of the
reciprocal tax
treaty between Canada and the Untied States.  See Item 5 -
Taxation.

Except as provided in the Investment Canada Act (the "Act"),
there are no
limitations under the laws of Canada or in the charter or any
other constituent
documents of Trillion on the right of foreigners to hold and/or
vote the shares
of Trillion.


ITEM 4	INFORMATION ON THE COMPANY
A. History and Development of the Company.

Consolidated Trillion Resources Ltd. [formerly Trillion
Resources Ltd.]
("Trillion" or the "Company") was incorporated by Articles of
Incorporation
issued pursuant to the provisions of the Business Corporation
Act (Alberta) on
July 24, 1987, as amended on January 10, 1994 and January 15,
1999 wherein the
Company completed a stock consolidation and changed its name as
first noted
hereinabove. The registered office of Trillion is Suite 4500 -
855-2nd Street,
S.W. Calgary, Alberta T2P 4K7.  The Company's principal place of
business is
Suite 900 - 475 Howe Street, Vancouver, British Columbia, V6C
2B3, telephone
number (604) 669-4777.

During 2000, Trillion reached an agreement with the holders of
the Company's
debt which allowed the Company to proceed with its' exploration
projects.  The
debt obligations consisted of a US$6.66 million convertible
debenture(the
"Debenture") plus interest payments of US$900,000 (the
"Debenture Interest"),
and a working capital loan of US$750,000 (the Bayham Loan), all
in relation to
the Company's Ndarama Mine in Zimbabwe, Africa.  The Company's
100% ownership of
the Ndarama Mine was held through two wholly-owned subsidiaries,
Trillion
Resources (Guernsey) Limited  as to 90%, and Trillion Zimbabwe
(Private) Limited
as to 10%. The Company agreed to sell its 90% ownership of the
Ndarama Mine to
the Debenture holder for an amount equal to the Debenture and
Debenture Interest
in excess of US$500,000.  This discharged the Debenture and
included the release
of the 660,000 warrants. The Company satisfied the Bayham Loan
obligation by
selling its 10% ownership in the Ndarama Mine for an amount
equal to the
US$750,000 loan.  The remaining Debenture Interest (US$500,000)
due to the
Debenture holder was paid in cash from working capital.  The
Company was granted
an option to repurchase 100% ownership of the Ndarama Mine for
US$8 million on
or before December 31, 2000.  The option expired without the
Company exercising
its rights.

During the third quarter of 2000, Trillion reached an agreement
to sell its 50%
interest in the Jena Mines to the Company's partner, Zimbabwe
Mining Development
Corporation ("ZMDC") for Z$40,000,000 (approximately US$1.1
million dollars).
ZMDC is a parastatal corporation controlled by the Zimbabwe
government.
Proceeds of the sale were utilized to retire remaining debts in
Zimbabwe and
provide working capital.

As a result of the Company's divestiture of its mining
properties, Trillion has
reverted to an exploration stage company wherein, there are no
assurances that a
commercially viable mineral deposit exists on any of the
properties described
herein, ( -see Property, Plants and equipment) and that further
exploration will
be required before a final evaluation as to the economic and
legal feasibility
can be determined.

The Company was given notice under the new Toronto Stock
Exchange (the "TSE")
Guidelines its listing was being reviewed based on market
capitalization and
discontinuance or divestiture of a substantial portion of its
operations.  On
August 1, 2000, the Company's shares were suspended from trading
pursuant to the
new TSE Guidelines.

In September, 2000 the Company reached an agreement to assign
and transfer all
of the Company's rights to its 15% interest in the Touba-
Biankouma nickel
laterite deposit in C"te d'Ivoire to it partner Falconbridge
International
(Investments) Limited for US$2,500,000.

During April, 2001 the Company entered into an agreement with
BHP World
Exploration Inc. ("BHP") to explore BHP's Karasberg PGM-Ni
property in Southern
Namibia. The Company can earn up to a 100% interest subject to a
2.5% NSR
payable to BHP from any commercial production and back in
rights. - see
Property, Plants and equipment.

On August 31, 2001 the Company's shares were delisted from the
TSE as a result
of the new TSE guidelines.   Trillion was unable to meet the new
requirements
mainly the market capitalization rules which required the
company to trade 30
consecutive trading days with a market capitalization of Cdn.
$3,000,000.

On October 23, 2001, the Corporation announced it had entered
into a letter of
agreement to acquire a 100% interest in WT Maritime (Canada)
Ltd. to be
satisfied by the issue of 9,000,000 treasury shares of Trillion.
The
acquisition was subject to several conditions and, upon
completion of the
transaction, the current directors of the Corporation were to
resign and new
directors would be appointed. On November 22, as a result of the
Company's due
diligence review, receipt of an independent report and advice of
the independent
special committee, the Board of Directors  made a decision not
to proceed with
the business transaction between Trillion and WT Maritime
(Canada) Ltd.

On July 29, 2002 the Company announced it had entered into a
letter of intent
with Goswell Developments of South Africa ["Goswell"] for the
exclusive right to
market and utilize the technologies and systems currently
operated by Goswell to
recover aluminum from smelter dross.  Subject to shareholder
approval, the terms
of the letter of intent include:

1. In consideration for being appointed as Goswell's sole
representative,
Trillion is to issue up to 4 million treasury shares to Goswell
as follows:

a.	2 million shares to be issued when an agreement is signed
with a third
party to build and install a Dross Recovery plant;
b.	1 million shares issued when financing is secured to build
the plant; and
c.	1 million shares upon successful completion and
commissioning of the plant.

2. Goswell is to provide the engineering and technical
assistance to design,
build and commission the first facility at normal commercial
rates.

3. Goswell is to have first right to provide any equipment for
the facilities.

On the successful completion of the agreement, a finders fee of
200,000 treasury
shares of Trillion will be issued to an unrelated party.

With the sale of the last of Trillion's gold producing
properties during 2000,
the Company has returned to its roots as a mineral exploration
company focused
on Africa. With the recent transactions in Zimbabwe and the
proceeds from the
above Falconbridge sale, the Company has cleared itself of all
long term debt
and now has significant working capital with which to seek new
acquisitions.
Trillion continues to have a contract drilling company in
Zimbabwe.  Trillion
also has several exploration concessions which are now in care
and maintenance
due to the political situation in Zimbabwe.

Despite Trillion's divestiture of its mining assets in Zimbabwe,
the Company
maintains an office, and drilling company within the country as
well as its
extensive database.  Trillion also maintains its connections
with various
private parties, which would be of use when the country gets
back on track.  The
country continues to have many positive attributes, which
include excellent
infrastructure, educated work force, and excellent Archean
geology containing
considerable mineral wealth.  Our decision to step away from
operating
situations in the country is supported by recent events in which
a very small
number of gold mining operations remain profitable with a high
risk that more
will become uneconomic due to the policies of the present
regime.  Many
operations remain open because of the high cost of closure in
Zimbabwe due to
the local labour laws.

B.	Business overview.

Trillion is a mineral exploration company, operating in Africa.
The Company
carries out exploration for gold, diamonds, copper, nickel,
platinum and uranium
in that continent.

C.	Organizational structure

The Company has four subsidiaries, namely Trillion Zimbabwe Pvt.
Ltd. ("TLZ")
and ExDrill Pvt. Ltd. ("Exdrill") both of which are incorporated
in Zimbabwe,
Trillion Resources (Guernsey) Ltd. ("TRG"), which is
incorporated in Guernsey,
Channel Islands, and Trillion Resources Namibia (PTY) Ltd.


D. Property, plants and equipment

Ex-Drill

This is a drill contract company in which Trillion has a 70%
equity interest.
The minority party's interest is to be earned through corporate
profits.  The
drill equipment in Zimbabwe is in good working order.  Due to
the political
instability of Zimbabwe and the inflationary and foreign
exchange problems, the
value of the drilling business capital assets are not reflected
in the
consolidated balance sheet at June 30, 2002.  If the local
turmoil persists the
company will be required to source drill contracts in
neighboring countries.
Ex-Drill is working towards this objective.  The drill company
also gives us the
opportunity to earn interests in exploration targets through the
supply of
drilling and geological services.

Ngulube Diamond Project

Cratonic Zimbabwe Resources (Private) Ltd. ("CRZ") and TLZ have
signed an
options agreement on October 12, 1998 and subsequently amended
on July 14, 1999,
allowing CRZ the right to explore TLZ's diamond tenements for
equity.

Under the terms of the agreement, TLZ is the registered owner of
certain
exploration concessions, collectively described as the Ngulube
Diamond Project.
TLZ and CZR have entered into an option agreement whereby CZR,
after it has
expended not less than Z$10,000,000 over a period of no more
than three years,
may exercise its option to acquire 51% of the project.  Upon
completion of a
Bankable Feasibility Study at the sole cost of CZR, a further
29% interest may
be earned.  In accordance with the agreement, CZR is responsible
for all costs
of exploration (Z$10,000,000 Zimbabwe dollars) and all the costs
associated with
the preparation of a Bankable Feasibility Study.

TLZ's geochemical results from samples collected near and from
the Ngulube
kimberlite (NK1) (referred to as the "Ngulube Pipe") indicated
it was a diamond
prospective.  CRZ's results from their extensive sampling have
confirmed the
diamond potential of this pipe.

The Ngulube Pipe is situated near the Botswana/Zimbabwe border
some 150 km
south-west of Bulawayo.  Access is via tar road from Bulawayo to
Kezi onto
Maphisa and then well used gravel roads and tracks.
This project will move forward with the return of political
stability.  The
presence of commercial grade diamonds has been confirmed
throughout the 4-
hectare pipe.  The final grade determinations will resolve the
economic
potential.  Approximately 4 tonnes were processed onsite through
a heavy - media
plant, however, the results were inconclusvie as a major portion
of this bulk
sample was washed away by a typhoon.   The project covers an
extensive area in
Zimbabwe and Botswana, which remains under active exploration.
However, TLZ will
only re-commence exploration once the political and economic
situation improves
in Zimbabwe.

In 2001, TLZ were informed by CRZ that they would not be
proceeding to
feasibility.  The option agreement has been revised and Trillion
will become the
majority owner in the project after completion of certain
expenditures.

Previous exploration costs, carried out by TLZ in 1997 have been
written off and
are included in costs associated with Zimbabwe and Botswana -
See Note 10 in the
Consolidated Financial Statements.

Karasberg Project

The Karasberg project consists of five (5) Exclusive Prospecting
Licenses
totaling 430,559.30ha which are owned or controlled 100% by BHP.

The property is located in southern Namibia, near the town of
Karasberg, about
650 km from Windhoek by road.  The road from Karasberg to the
project is a
fairly smooth dirt road.  Some areas of the property require
access by 4 wheel
drive.

BHP have completed a regional exploration programme consisting
of both airborne
and ground geophysics, mapping and stream sediment and soil
sampling.  This work
resulted in the identification of Cu-Ni-PGE soil geochemical
anomalies and a
bedrock conductor within a Ultramafic unit.  The UTEM survey
highlighted an
obvious bedrock anomaly at a depth of between 100 - 200 m.
Coincident soil
geochemistry over this conductor (Ni,Cu,Au,Pt and Pd) is
indicative of magmata
sulphide mineralization at surface and the potential for massive
sulphide
concentrations at depth.  The target is at drill ready stage.

Based on the Agreement, Trillion has been granted an option to
acquire 100%
subject to the following terms:

(	Trillion will complete a phase one exploration term which
will consist of
2000m of diamond drilling together with a "downhole" EM
geophysics survey.  At
the end of this phase BHP has the right within 90 days, to elect
to retain a 70%
interest in the project by paying Trillion 2.5 times
expenditures incurred
during Phase 1.  Trillion would then be carried for 30% to
completion of
Feasibility Study.

(	Should BHP elect not to exercise its option, Trillion will
have the option
to complete Phase II.  This will require Trillion to complete
expenditures of
Cdn$1.5 million over a 4 year period with a minimum expenditure
of Cdn$300,000
in the first 12 months.  BHP will have the right to obtain a 70%
interest during
the second term, but not later that 90 days after receipt of the
final report on
the project, by paying Trillion 2.5 times expenditures incurred
during the
option terms.

Exploration  Budget
Trillion have approved an exploration budget for the period
August 2002 -
November 2002 as follows:

Work										Budget (USD)
to reestablish the BHP grid (94 km);			$3,000
to complete a ground magnetometry survey (94 km); 6,000
to complete a geological and structural mapping
survey (82 km).							6,000

Total Phase 1								$15,000

The ground magnetometry will allow the accurate localization on
the ground of
the airborne magnetic anomaly that has been modeled. The ground
magnetometry
survey will also reveal some details of the internal
stratigraphy and structure
of the ultramafic complex.
The geological survey will focus on documenting the location and
the nature of
the footwall contact of the ultramafic unit, as well as its
internal
stratigraphy and structure.   This work commenced in August
2002, and it is
anticipated results of this work will be completed by year
December 31, 2002.

Phase 2 of the exploration program would consist of the drilling
program itself.
Drilling up to three NQ diamond drill holes for a total of 1,000
m. Ultramafic
rocks would be systematically sampled and assayed for Cu, Ni,
Au, Pd and Pt.

Work										Budget (USD)
NQ diamond drilling (3 holes, 1,000 m);			$85,000
Assays (800 samples)						12,000

Total Phase 2								$97,000

In addition, a provision equivalent to 15% of the field direct
costs is
recommended for general and administrative expenditures:

Work										Budget (USD)
G&A										$16,800

Total Budget (Phase 1, Phase 2 and G&A)			$128,800

Other Properties

Trillion continues to hold several exploration concessions in
Zimbabwe much of
which is optioned to other companies.  Our interest is to
maintain only core
holdings that may be viable exploration targets once the
political stability
returns to the country.  Exploration costs to date have been
written off .



ITEM 5	OPERATING AND FINANCIAL REVIEW AND PROSPECTS

(all dollar amounts are in thousands of Canadian dollars except
per share
amounts)

The following discussion of the financial condition, changes in
financial
condition and results of operations of the Company for the years
ended June 30,
2000 through 2002, should be read in conjunction with the
consolidated financial
statements of the Company and related notes therein, prepared in
accordance with
Canadian generally accepted accounting principles. Unless
expressly stated
otherwise, all references to dollar amounts in this section are
to Canadian
dollars. Please refer to Note 8 of the Consolidated Financial
Statements for a
reconciliation to generally accepted accounting principles in
the U.S.

A.	Operating results.

For the year ended 2002, the Company recorded a loss of $369,000
in comparison
to a net income of $2,851,000 million for the year ended 2001.

The net loss was mainly attributed to fewer contracts and
increased drilling
expenses as a result of the hyper inflationary economy and the
fact that several
of the drilling consumables are US$ cost based, thereby
creating an operational
loss of $591,000.  This was offset by a gain on sales of
$157,000 from the
Company's investment in Canico Resource Corp.( See Related Party
Transactions.)
and interest income of $65,000 from interest earned on its short
term
investments.

The Company recorded a net income of $2.85 million for the year
ended 2001 in
comparison to a net loss of $1,735,000 million for the year
ended 2000.  .

The net income was attributable to the gain on the sale of its
interest in the
Touba-Biankouma nickel laterite deposit in Cote d'Ivoire to its
partner in the
project, Falconbridge International (Investments) Limited for US
$2.5 million
($3.8 million Canadian) which realized a gain of $3.4 million -
See Note 5 of
the Consolidated Financial Statements.  Drilling operations
reflected revenues
of $730,000 and drilling expenses of $744,000; drilling asset
amortization of
$32,000; and write down of drilling assets of $85,000.  The
remaining expenses
were attributed to general and administrative.

During 2000, the Company recorded a net loss of $1,735,000 in
comparison to a
net loss of $32,918,000 in 1999. The net loss for the year of
$1,735,000, was
primarily attributable to a $765,000 write down of Zimbabwe
mineral properties
and $744,000 of general and administrative expenses.   Mining
income of
$3,117,000 consisted of the Company's proportionate 50% share of
ore sold from
the Jena Mines for $1,573,000 and $1,544,000 from Ndarama.  All
Gold produced in
Zimbabwe is marketed by the Reserve Bank of Zimbabwe.  The
following table
outlines mining revenues and directing mining costs for 2000:

Mining Revenues - 2000	Jena Mines - 50%	Ndarama	Total
Tonnes of ore mined		45,325			50,873	96,198
Ounces gold sold		3,271			3,210	6,481
average price per oz
      - Cdn$/oz		481				481
Total mining revenues
 $000's				1,573			1,544	3,117
Total direct costs 		1,634			2,691	4,325
Gross margin (loss) 	(61)				(1,147)	(1,208)

Exdrill (Private) Ltd.

The Company's 70% owned diamond drilling subsidiary, Trillion
Drilling Company
(Private) Limited changed its name to Ex-Drill (Private) Limited
("Ex-Drill")
in June 1998.    Ex-Drill earns income by providing drilling
contract services
to mining and exploration companies in Zimbabwe.  Ex-Drill's
costs include
operation of equipment, wages and benefits, consumables such as
drill bits,
fuel, oil and drill lubricants.  Ex-Drill charges various rates
to the client
per meter of drilling.  This rate is dependent on size of drill
core, depth of
each hole drilled, type of rock to be drilled and overall total
meters to be
drilled.  A fixed cost is also charged to mobilize and
demobilize the equipment.
The following table outlines Ex-Drill's revenues and cost for
the years 2002 to
2000.

($000's) Years ended June 30

2002			2001			2000
Revenues					$964			$730			$467
Drilling Costs
(excluding amortization)		$1,067		$744			$458
Average meters drilled		8,087		11,406
	5,496
Average income/meter		$119			$64			$85
Average cost/meter			$132			$65			$83

The revenue per meter continued to decrease in 2001 as in  2000
due to the
increased competition for fewer contracts.  In 2000 several
international mining
and exploration companies exited Zimbabwe due to the political
and economic
situation, thereby reducing contracts.   Operating costs
increased again
significantly during 2002 in comparison to 2001 and 2000 due to
the hyper
inflationary economy and the fact that several of the drilling
consumables
remain US$ cost based.

Other Income:
a. Management Fees

The Company charged a management fee to operate the mines.  This
fee was based
on 3% of total mining revenue.  However in 2000 with the sale of
both the
Ndarama and Jena mines this fee was canceled as part of both
transactions, as a
full fiscal year was not completed under the management
contract.  Ex-Drill also
earns a small 1.7% management fee to operate the company on
behalf of the local
30% partner.  However, due to the decreased contracts in 2002,
there were no
management fees recorded for that period. The following table
outlines the
management fees for the fiscal years 2002 to 2000.

($000's) Years ended June 30

2002			2001			2000
Ex-Drill management fees		-			4			8
Exploration fees			-			-			-

Total fees				-			4			8

b. Interest and other

	During 2002 interest earned of $65,000 was from funds held
in Canada in
comparison to $115,000 for 2001.  During 2000 interest earned of
$13,000 was
from deposits held in Zimbabwe mostly attributed to interest on
income from Ex-
Drill. In 1999 interest earned in the amount of $4,131 was from
funds held in
Canada and $188,032 from funds held in Zimbabwe.
B.	Liquidity and Capital Resources


During the year ended 2002, the Company recorded a gain of sales
of $157,000 as
a result of a reverse take over of Oliver Gold Corp. by Hastings
Resource Corp.
Trillion in 2001 held an investment in 1,131,139 pre-
consolidation common shares
of Oliver Gold Corp. and based on a 9.3 to 1 basis the Company's
investment as
at June 30, 2002 was 121,628 (post consolidation) common shares
of Canico
Resource Corp.  The transaction was accounted for as a
disposition of a
portfolio investment with proceeds equal to the agreed value of
the Canico
shares on the transaction date of $1.94 per share and
accordingly, the Company
recorded a disposition for proceeds of $236 and a gain of $157.

During the year ended 2001, pre-consolidation, the Company
utilized a portion of
its Oliver shares  held to reduce debt reducing its investment
to $79,000.

During  Trillion's operating year for 2001, the Company sold its
rights to its
15% interest in the Touba-Biankouma nickel laterite deposit in
C"te d'Ivoire to
its partner Falconbridge International (Investments) Limited for
US$2,500,000.
The proceeds from this sale provided significant working capital
to the Company.

During the Company's operating year for 2000, the Company sold
90% of its
ownership in the Ndarama Mine to its Debenture Holder for an
amount equal to the
Debenture (US$6.66 million).    The remaining 10% ownership was
sold to satisfy
a working capital loan of US$750,000 to the lender.  On November
21, 1999, the
Corporation sold its subsidiary that operated the Ndarama mine
and the Zimbabwe
Concessions (the "sold assets") and realized a gain of
$1,228,000 (which amount
approximated the operating losses of the mines for the period
from July 1, 2000
to the date of disposal).  The purchasers agreed to receive the
sold assets as
final settlement of US $6,667,000 ($9,843,000 CDN) debentures
(with an original
maturity date of December 31, 2000) and US $750,000 ($1,125,000
CDN) other
short-term indebtedness together with all related interest owing
on such debt at
the closing date.  The Corporation realized no gain or loss on
settlement of its
debentures.

During January 2000, the Company sold its 50% interest in Jena
Mines to its
joint venture partner for Cdn.$1.7million.  Proceeds of the sale
were used to
pay outstanding accounts payables in Zimbabwe.  Please refer to
Note 10 of the
Consolidated Financial Statements.

The poor investment climate precluded the Company from
increasing capital
investment during the last three years 2002 to 2000.i


During the year end 2002, accounts receivable decreased $156,000
compared to
$222,000 in 2000 primarily attributed to the Company's Zimbabwe
operations.  All
amounts related to inventory and fixed assets were written off
as a result of
the declining Zimbabwe dollar and political stability of that
country.  See Note
4 of the Consolidated Financial Statements.  The remaining costs
of $288,000 at
June 30, 2000 for mineral properties represented the costs
attributed to the
Touba-Biankouma nickel project gain on the sale of the Company's
interest during
2001. See Note 10 of the Consolidated Financial Statements.

As at June 30, 2002 the Company had working capital in the
amount of $Cdn.
$2.7million, providing sufficient funds for its work commitments
and
administrative operating expenses.

C.	Research and development, patents and licenses, etc.

Trillion does not own any patents, trademarks, licenses or
franchises that may
materially affect its business, except for various mineral
leases.



ITEM 6	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and senior management

The following table sets forth the names and addresses of
directors and officers
of Trillion, their positions and offices with Trillion, their
principal
occupations and the date of commencement of their term.

Name and 		Shares
Municipality	beneficially	Director	Present Occupation
of Residence;	Owned or 				and Positions Held
			Controlled	Since	During the Last Five

					Years
Patrick
 G. Downey(3)
Vancouver, B.C.217,867		1998		President and CEO of the

					Corporation, Consulting
								Mining Engineer, Partner
								of Rescan Engineering
								Services Ltd. (a mining
								Engineering firm).
								President and Director
of
								Oliver Gold Corporation
Ronald
 K. Netolitzky
(1)(2)(3)
Victoria, B.C. 960,589		1987		Professional Geologist

					since 1965. President and
								Director of Keewatin
								Consultants Inc.
								(geological consulting
								firm).; Former President

					and CEO of the Company and
								Director of
								several resources
								companies.
Eric Cunningham
(1)(2) Toronto,
 Ontario		6200			2002		Mining Consultant

Henry Giegerich
(1)(2)
Vancouver, B.C.43,916		1993		Mining Engineer
Consultant
					and Corporate Director.
Director of MCK Minin Ltd.
And Starfield Resources Inc.


Terese J. Gieselman 8,000	2000		Secretary/Treasurer of
the
Company, Former Corporat Secretary, Treasurer of Manhattan
Minerals Corp., (a
publicly traded resource company).

(1)	denotes a member of the Audit Committee.
(2)	denotes a member of the Corporate Governance Committee
(3)	denotes a member of Compensation Committee

The term of office of directors and executive officers is one
year.  The
directors are elected annually at the Company's Annual General
Meeting and
subsequent to their election, they appoint the executive
officers for the
ensuing year.  The directors and executive officers are
generally nominated by
management.
B. Compensation

The following table sets forth all annual and long-term
compensation for
services in all capacities to the Company and its subsidiaries
for the fiscal
years ended June 30, 2001, 2000 and 1999 paid by the Company to
the Named
Executive Officers.

SUMMARY COMPENSATION TABLE

Name and Principal	Fiscal Period	Annual		Long Term
Position			Ending June	Compensation	Compensation
							Salary		Common Shares
										Under Option
										Granted

Patrick G. Downey		2002		$54,050(1)	150,000
President & CEO		2001		$54,000(1)	150,000
					2000		$128,500(1)	150,000

 (1) These amounts were paid to private corporations, majority
owned by the
named individual.


Compensation on Termination of Employment, Change in
Responsibilities and
Employment Contracts

At June 30, 2002 an employment contract with respect to the
President and CEO
was in place and provided for one year's current salary in the
case of
termination without cause.

Directors' Compensation

No directors' fees or other compensation or benefits are paid to
directors of
the Corporation in that capacity.

Option Grants During the Most Recently Completed Financial Year

Options were granted during the year as follows:

NAME			NUMBER OF SHARES	EXERCISE PRICE	EXPIRY DATE
Eric Cunningham
Director			75,000			$0.37	February, 2005

The following table summarizes information with respect to all
exercises of
stock options during the financial year ended June 30, 2002 by
each of the Named
Executive Officers and the financial year-end value of
unexercised stock options
on an aggregated basis:

Name		Common		Aggregate	Unexercised	Value of
		Shares		Value	Options at	Unexercised
		Acquired		Realized	Financial Year	In-the-money
		On Exercise	($)		End(#)		Options at
Exercisable/	Financial year
							Unexercisable	end(1) ($)
										Exercisable/
										Unexercisable
Patrick G.
 Downey
President
&CEO		Nil			Nil		150,000		Nil(1)

(1) The Company's shares were suspended from trading on the
Toronto Stock
Exchange effective August 31, 2000.  The last trading price per
share was $0.30
and the options are convertible into common shares at $0.37.

C.	Board Practices

During the 2002 reporting period the board of directors of the
Corporation (the
"Board") was comprised of two related and two unrelated members.
The Board's
makeup remains at two related and two unrelated due to Mr.
Netolitzky's previous
position as President and CEO.

The role of the directors is to oversee the conduct of the
Corporation's
business and to supervise management, which is responsible to
the directors for
the day-to-day conduct of business. However, given the size of
the Corporation,
transactions of moderate value are of relative importance to the
Corporation and
are addressed by the directors.  The directors discharge five
specific
responsibilities as part of their overall "stewardship
responsibility." These
are:

(	Strategic planning process: The Corporation's strategic
plan is prepared by
and elaborated on directly by the directors with the assistance
of management;

(	Managing risk: The directors directly oversee most aspects
of the business
of the Corporation and thus, do not require specific systems or
the creation of
committees to effectively monitor and manage the principal risks
of all aspects
of the business of the Corporation;

(	Appointing, training and monitoring senior management: No
system of
selection, training and assessment of management has been
currently established,
as they would be too costly. However the directors closely
monitor management's
performance, which is measured against the overall strategic
plan, through
reports by and regular meetings with management;

(	Communication policy: it is and has always been the
directors' unwritten
policy to communicate effectively with the shareholders of the
Corporation and
the public generally through statutory filings and mailings, as
well as press
releases. Shareholders are also given an opportunity to make
comments or
suggestions at shareholders meetings. These comments and
suggestions are
considered by the directors.

(	Ensuring the integrity of the Corporation's internal
control and management
information systems: Given the involvement of the directors in
operations, the
current size of the Corporation and the reports from and
meetings with
management, the directors believe that they effectively track
and monitor the
implementation of approved strategies.

Committees of the Board

The Corporation's board shall be comprised of three directors,
of which one can
be defined as "unrelated director" or "director who is
independent of management
and is free from any interest and any business or other
relationship which
could, or could reasonably be perceived to, materially interfere
with the
director's ability to act with a view to the best interests of
the Corporation,
other than interests and relationships arising from
shareholdings" and do not
have interests in or relationships with the Corporation.

The Board has established three standing committees, the Audit
Committee, the
Compensation Committee and the Corporate Governance Committee,
however in light
of the Corporation's size and resources, it was determined that
setting up other
committees would be overly expensive at this time.The
Corporation does not
provide a formal orientation and education programme for new
directors. However,
new directors are given an opportunity to familiarize themselves
with the
Corporation by touring the facilities and meeting other
directors as well as
members of management. The Corporation does provide directors
with documents
from third parties relating to the responsibilities of
directors.

The Board's Performance and Directors' Compensation and
Indemnification

Without convening a special meeting for the specific purpose,
the directors
periodically undertake an assessment exercise addressing the
effectiveness of
the directors with input from management. The remuneration of
the directors is
disclosed in the management proxy circulars which are sent to
shareholders prior
to shareholder meetings.

The Board's Relations with Management

The Board recognizes that with Board's present size and
composition it still
does not meet the Guidelines of the majority of directors being
unrelated, but
at this time it makes it impractical to implement such  policies
at this time.
The Board further recognizes that Mr. Netolitzky remains a
related director as a
result of his former position of President and CEO.

The directors remain sensitive to corporate governance issues
and seek to set up
the necessary structures to ensure an effective discharge of its
responsibilities without creating additional overhead costs. The
directors
remain committed to ensuring the long term viability and
profitability of the
Corporation, as well as the well-being of its employees and of
the communities
in which it operates.
D.	Employees

The Company currently has one employee and four consultants.
During the past
three years this number has decreased substantially as a result
of the
divestiture of its mining operations in Zimbabwe.

E. 	Share ownership

Refer to 6. A. above.

Long Term Incentive Plans

(i) The Corporation has no plans other than as set out herein
pursuant to which
cash or non-cash compensation was distributed to executive
officers during the
most recently completed financial year.  The Corporation's
Compensation
Committee is responsible for succession planning, matters of
compensation to
executive officers and the review of options granted under the
Corporation's
stock option plans.

(ii)	On November 9, 1995 the Corporation adopted a formalized
stock option plan
(the "Plan") and shareholder approval was received on December
14, 1995.  On
October 1996 the Plan was revised and approved by shareholders
on November 28,
1996.  On August 15, 1997 the Corporation created an additional
plan
(hereinafter both of which are referred to as the "Plans"),
which was approved
by shareholders on December 15, 1997.  Following the
Corporation's recent stock
consolidation, the Plans have been amalgamated into one plan,
dated for
reference November 22, 1999 (the "New Stock Option Plan"). The
Plan was
implemented for the granting of incentive stock options to
executive officers,
employees and directors. As at November 30, 2001 833,333 stock
options are
authorized to be granted under the terms of the New Stock Option
Plan and as at
this date there were 725,000 options outstanding to its
directors, officers and
employees.

ITEM 7	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.	Major Shareholders

As of December 15, 2002, no person is known by the Company to
own beneficially,
directly or indirectly, more than 10% of the issued Common
Shares of the
Company.

As of December 15, 2002, the Company's directors and senior
officers, as a
group, beneficially held a total of (1,236,572 Common Shares,
directly or
indirectly, representing (14% of the Company's issued Common
Shares.  As at that
date there were (550,000 options outstanding to purchase
additional securities
in the capital stock of the Company. To the best of its
knowledge, Trillion is
not directly or indirectly controlled by a foreign government.

As at June 30, 2002, there were (205 holders of record of the
Company's common
stock of which (86were U.S. residents owning 1,162,551 ((13.24%)
of the
Company's outstanding shares.

B.	Related Party Transactions

None of the directors, senior officers and principal
shareholders, nor any
associate or affiliate of the foregoing, have had any material
interest, direct
or indirect in any transaction since the commencement of the
Company's last
financial year.

During the year ended June 30, 2002, companies controlled by
officers and
directors of the Corporation provided consulting services and
administrative
services to the Corporation for which $(107,000 [2001 -
$120,000; 2000 -
$252,000] is included in general and administrative costs and
$nil [2001 - $nil;
2000 - $nil] is included in other expenses.

As at June 30, 2002, the Company held an investment in 121,628
(post
consolidation) [2001 - 1,131,139 pre-consolidation] common
shares of Canico
Resource Corp.  Effective February 6, 2002, Oliver Gold
Corporation ("Oliver")
completed a merger, which constituted a reverse take-over of
Oliver by the
shareholders of Hastings Resource Ltd.  As a result, from the
perspective of
Trillion, the transaction is accounted for as a disposition of a
portfolio
investment with proceeds equal to the agreed value of the Canico
shares on the
transaction date of $1.94 per share.  Oliver consolidated its
share capital on a
9.3 to 1 basis and changed its name to Canico Resource Corp.
Accordingly, the
Company recorded a disposition for proceeds of $236 and a gain
of $157.  During
the year ended June 30, 2001 the Company used 275,860 (pre-
consolidation) Oliver
shares to pay accounts payable.  The Company's President and CEO
since 1999 was
also President of Oliver until the merger and continues to be a
Director of
Canico.

C. Interests of experts and counsel

Not applicable.

ITEM 8	 FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information

See Item 17.

The Company is not aware of any legal proceedings being taken or
possibly to be
taken against it or any of its subsidiaries.

B.	Significant Changes

See Note 3 of the Consolidated Financial Statements as of June
30, 2002 and Item
4.a. hereinabove.

ITEM 9	THE OFFER AND LISTING


A.	Offer and listing details

The following table sets forth the high and low closing prices,
in Canadian
dollars, and trading volume of the Common Shares on the TSE
during the periods
indicated.


			High				Low				Volume
1998
First Quarter	2.49				1.53				1,869,201
Second Quarter	1.93				0.88				3,212,468
Third Quarter	1.02				0.32				2,923,094
Fourth Quarter	1.28				0.88				416,902
1999
First Quarter	0.55				0.32				1,828,936
Second Quarter	0.41				0.22				1,304,731
Third Quarter	0.85				0.70				79,264
Fourth Quarter	0.74				0.45				72,321
2000
First Quarter	0.75				0.36				225,000
Second Quarter	0.72				0.13				465,000
Third Quarter	0.64				0.20				425,000
Fourth Quarter	0.48				0.13				145,000

On January 15, 1999 the Company completed a stock consolidation,
on the basis of
one new share for each 6 old shares.  All share amounts in this
document and the
Consolidated Financial Statements, have been retroactively
adjusted to reflect
the post-consolidation basis. On August 31, 2000 the Company's
shares were
suspended from trading on the TSE.  Subsequently, on August 31,
2001 the
Company's shares were de-listed from the TSE.

B.	Plan of distribution

Not applicable.
C. Markets

The Common Shares were listed and posted for trading on The
Toronto Stock
Exchange ("TSE") and prior thereto were listed on the Alberta
Stock Exchange
("ASE").  The Company currently has no direct means for trading
in the United
States with the exception of its Form 20-F Registration for
secondary trading.
The Company has not, since the date of its incorporation paid
any dividends on
its Common Shares and does not anticipate that it will do so in
the foreseeable
future.  Earnings will be retained to finance further
exploration.

The Company's shares were delisted from Nasdaq on January 7,
1999 as a result of
the Company's inability to meet the bid price requirements as
stated in the
rules and regulations of The Nasdaq Stock Market.

The Company's shares were suspended from trading on the TSE on
August 31, 2000
as it did not meet the new minimum listing requirements. (See 6K
Filing -
September, 2000)

D. through F.

Not applicable.

ITEM 10	ADDITIONAL INFORMATION
A. Share Capital

Not applicable.

B.	Memorandum and articles of association

Not applicable.

C.	Material Contracts
(i) None


D.	Exchange Controls

Trillion's operations entail significant governmental,
socioeconomic, medical
and other factors common to all emerging countries.  More
particularly, mining
and drilling operations are subject to government regulation.
Operations may be
affected in varying degrees by government regulation such as
restrictions on
production, currency restrictions, price controls, tax
increases, pollution
controls or changes in conditions under which mineral may be
mined or marketed.
[Detailed information concerning specific governmental
regulations and
environmental issues were provided in the Company's Form 20-F
Annual Report for
June 30, 1998 and the Company confirms there have been no
significant changes to
the information reported previously.]

E.	Taxation

The following summarizes the principal Canadian federal income
tax
considerations applicable to the holding and disposition of
Common Shares by a
holder of one or more Common Shares (the "holder" who is
resident in the United
States of America and holds the Common Shares solely as a
capital property.
This summary is based on the current provisions of the Income
Tax Act (Canada)
(the "Tax Act"), the regulations thereunder and all amendments
to the Tax Act
publicly proposed by the government of Canada to the date
hereof, and on the
current provisions of the Canada-U.S. 1980 Convention (the
"Treaty").  It has
been assumed that all currently proposed amendments to the Tax
Act will be
enacted as proposed and there is no other relevant change in
governing law,
although no assurance can be given in these respects.

Every Holder is liable to pay a Canadian withholding tax on
every dividend that
is or is deemed to be paid or credited to the Holder on the
Holder's Common
Shares.  Under the Treaty, the rate of withholding tax is, if
the Holder is a
company that owns at least 10% of  the voting stock of the
Registrant and
beneficially owns the dividend, 10%, and in any other case 15%,
of the gross
amount of the dividend.

Pursuant to the Act a Holder will not be subject to Canadian
capital gains tax
on any capital gain realized on actual or deemed disposition of
a Common Share,
including a deemed disposition on death, provided either that
the Holder did not
hold the Common Shares as a capital property used in carrying on
a business in
Canada, or that neither the Holder or persons with whom the
Holder did not deal
at arm's length alone or together owned 25% or more of ;the
issued shares of any
class of the Registrant at any time in the five years
immediately preceding the
disposition.

Subject to certain limited exceptions, a Holder who otherwise
would be liable
for Canadian capital gains tax in consequence of an actual or
deemed disposition
of a Common Share will generally be relived by the Treaty from
such liability.

F.	Dividends and paying agents

Not applicable.
G. Statement by experts

Not applicable.
H. Documents on display

Documents may be inspected at the Company's principal place of
business, at 900
- 475 Howe Street, Vancouver, British Columbia.

I.	Subsidiary Information

Not applicable.

ITEM 11	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

Not applicable - Small Business Issuer.

ITEM 12 	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES


Not applicable.

PART II

ITEM 13	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES


Not applicable.

ITEM 14	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
HOLDERS AND
		USE OF PROCEEDS


Not applicable.

PART III

ITEM 17	FINANCIAL STATEMENTS

The following financial statements are attached and incorporated
herein:
Description of Document
	Pages

1.	Cover Page									F-1

2.	Auditors' Report								F-2

3. Consolidated Balance Sheets as at June 30, 2002
	and 2001										F-3
4. Consolidated Statements of Operations and Deficit
	for years ended June 30, 2002, 2001 and 2000			F-4

5. 	Consolidated Statements of Cash Flows for years ended
	June 30, 2002, 2001 and 2000						F-5

6. 	Notes to Consolidated Financial Statements as of
	June 30, 2002									F-6


ITEM 18	FINANCIAL STATEMENTS

See Item 17.


ITEM 19	FINANCIAL STATEMENTS AND EXHIBITS


Description of Document

(a)	Financial Statements

	1.	See Item 17 above

(b) 	Exhibits

	None



SIGNATURES

Pursuant to the requirements of Section 12 of the Securities
Exchange Act of
1934, the Registrant certifies that it meets all of the
requirements for filing
on Form 20-F and has duly caused this Annual Report to be signed
on its behalf
by the undersigned, thereunto duly authorized.

					CONSOLIDATED TRILLION RESOURCES LTD.
							(Registrant)


							/S/Terese J. Gieselman
Date: 				By:
					Name:	Terese J. Gieselman
					Title:	Corporate Secretary


Consolidated Financial Statements
Consolidated Trillion Resources Ltd.
June 30, 2002



AUDITORS' REPORT





To the Shareholders of
Consolidated Trillion Resources Ltd.

We have audited the consolidated balance sheets of Consolidated
Trillion
Resources Ltd. as at June 30, 2002 and 2001 and the consolidated
statements of
operations and deficit and cash flows for each of the years in
the three-year
period ended June 30, 2002.  These financial statements are the
responsibility
of the Company's management.  Our responsibility is to express
an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with Canadian and United
States generally
accepted auditing standards.  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
June 30, 2002 and
2001 and the results of its operations and its cash flows for
each of the years
in the three-year period ended June 30, 2002 in accordance with
Canadian
generally accepted accounting principles.


								"Ernst & Young LLP"
Ottawa, Canada,
September 25, 2002.					Chartered Accountants




Consolidated Trillion Resources Ltd.


CONSOLIDATED BALANCE SHEETS


As at June 30



									2002		2001
									$		$
									[$000's - Cdn.]

ASSETS
Current
Cash and cash equivalents				2,559	3,126
Short-term investments					252		-
Accounts receivable and deposits			165		321
Total current assets					2,976	3,447
Investments [note 7]					236		79

									3,212	3,526
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable						284		229
Total current liabilities				284		22
Contingencies and commitments
[notes 1 and 3]
Shareholders' equity
Share capital [note 6]					55,694	55,694
Deficit								(52,766)	(52,397)
Total shareholders' equity				2,928	3,297

									3,212	3,526
See accompanying notes

On behalf of the Board:

	"Patrick G. Downey"	"Ronald K. Netolitzky"
	Director			Director
												F-2




Consolidated Trillion Resources Ltd.

CONSOLIDATED STATEMENTS OF
OPERATIONS AND DEFICIT


									Years ended June 30


								2002		2001		2000
								$		$		$
					[$000's - Cdn. - except per common
share amounts]

REVENUE
Drilling revenue [note 1]			964		730		467
Mining revenue						-		-
	3,117
Management fees					-		4		8

								964		734
	3,592
COSTS AND EXPENSES
Drilling [excluding amortization]		1,067	744		458
Mining [excluding amortization]		-		-
	4,325
Amortization of property and equipment	-		32		156
General and administrative [note 7]	458		438		744
Exchange loss (gain)				(19)		148		74
Write-down of mineral properties
[note 10]							-		-		765
Write-down of property and equipment
[note 4]							49		85		-

								1,555	1,447
	6,522
Operating loss						(591)	(713)
(2,930)

Gain on sales [notes 7 and 10]		157		3,449
	1,228
Interest and other income			65		115		13
Interest and financing costs			-		-		(46)

Net income (loss) for the year		(369)	2,851
(1,735)
Deficit, beginning of year			(52,397)(55,248)
(53,513)
Deficit, end of year				(52,766)(52,397)
(55,248)

Net income (loss) per common share
[note 6]:
 Basic							(0.04)	0.32
	(0.32)
 Diluted							(0.04)	0.32
	(0.32)

See accompanying notes
												F-3



Consolidated Trillion Resources Ltd.

CONSOLIDATED STATEMENTS OF CASH FLOWS

									Years ended June 30
								2002		2001		2000
								$		$		$
									[$000's - Cdn.]

OPERATING ACTIVITIES
Net income (loss) for the year		(369)	2,851
(1,735)
Items not involving cash
  Amortization and provisions for
	property and equipment			49		117		156
  Write-down of mineral properties		-		-		765
  Gain on sales					(157)	(3,449)
(1,228)
								(477)	(481)
(2,042)
Changes in non-cash working capital
balances relating to operations
[note 11]							211		(212)
(1,481)

Cash used in operating activities		(266)	(693)
(3,523)

FINANCING ACTIVITIES
Bank overdraft						-		-
	(103)
Issue of common shares [note 6]		-		-
	1,830

Cash provided by financing activities	-		-
	1,727

INVESTING ACTIVITIES
Purchase of property and equipment		(49)		(26)		-
Proceeds on sale of assets			-		3,757
	1,228
Purchase of short-term investments		(252)		-
	-

Cash provided by (used in) investing
activities						(301)	3,731
	1,228
Increase (decrease) in cash and cash
 Equivalents						(567)	3,038
	(568)
Cash and cash equivalents, beginning
of year							3,126	88		656
Cash and cash equivalents, end of year	2,559	3,126	88

See accompanying notes

												F-4

Consolidated Trillion Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands of Canadian dollars except per
common share
amounts)

June 30, 2002

3. NATURE OF OPERATIONS

The principal activities of Consolidated Trillion Resources Ltd.
[the "Company"]
are carried out in Africa and include the provision of drilling
services to
mining companies and exploration of mineral properties directly
and indirectly
with other mining companies.

During the year ended June 30, 2000, the Company sold its gold
producing mine
operations as follows [see note 10]:

3. Ndarama gold mine - Previously, the Company managed, through
a subsidiary,
its 100% interest in the Ndarama gold mine in Zimbabwe;

3. C-Mine gold mine - Previously, the Company managed, through a
subsidiary, its
100% interest in the C-Mine gold mine in Zimbabwe; and

3. Jena Mines - Previously, the Company managed, through a
subsidiary, its 50%
interest in Jena Mines (Private) Limited ["Jena"], a corporate
joint venture
which operated a producing gold mine in Zimbabwe.  The Zimbabwe
Mining
Development Corporation was the Company's joint venture partner
in Jena.

Generally, the operating costs of the Company have been financed
by public
offerings and private placements.  The Company is obligated to
incur minimum
levels of expenditures annually to maintain its rights to
continue exploration
of certain of its mineral properties.

The Company conducts activities in countries that have, or may
impose, foreign
exchange restrictions.  Allowed dividend and capital
repatriation levels may
change as a result of political factors.

Trillion's operations entail significant governmental,
socioeconomic, medical
and other factors common to all emerging countries.  All
Zimbabwe operations are
subject to government regulation.  Operations may be affected in
varying degrees
by government regulation such as restrictions on production,
currency
restrictions, price controls, tax increases, pollution controls
or changes in
conditions under which minerals may be marketed.  More
specifically, Zimbabwe
operations are subject to hyper-inflationary conditions.

Over the coming year, the Company will continue to monitor the
current hyper-
inflationary and political situation within Zimbabwe and will
determine whether
it is best to continue operations of the drilling company, to
close it down, or
to sell it.

The Company accounts for costs of mineral exploration activities
as described in
note 2.  Any amounts shown for mineral exploration costs do not
necessarily
represent present or future values.
												F-5


Consolidated Trillion Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands of Canadian dollars except per
common share
amounts)

June 30, 2002

2. SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements are prepared by management
in accordance
with Canadian generally accepted accounting principles and,
except as described
in note 8, conform in all material respects with United States
generally
accepted accounting principles.  The preparation of financial
statements in
conformity with generally accepted accounting principles
requires management to
make estimates and assumptions that affect the amounts reported
in the financial
statements and accompanying notes.  Actual results could differ
from those
estimates.

Principles of consolidation

The Company consolidates its 70% owned subsidiary, Exdrill
(Private) Limited.
These consolidated financial statements include, up to the dates
of disposition,
the accounts of the Company's other subsidiaries and the
Company's proportionate
share of the assets, liabilities, revenues, expenses and cash
flows of Jena
Mines (Private) Limited.

Revenue recognition

Drilling revenue is recognized on an accrual basis as the work
is performed.
Mining revenue is recognized upon delivery of refined gold at
prices established
by Zimbabwe authorities using London spot prices.

Foreign currency translation

The foreign currency transactions of the Company [and its
subsidiaries and the
Jena joint venture, which were regarded as integrated
operations] occur in the
hyper-inflationary economic environment of Zimbabwe.  The
financial statements
of the foreign operations are translated using the temporal
method, whereby
monetary assets and liabilities are translated at the year end
rate; non-
monetary items are translated at historical exchange rates,
unless such items
are carried at market, in which case they are translated at the
year end rate;
revenue and expense items are translated at the rate of exchange
in effect on
the dates they occur.  Exchange gains or losses are reflected in
income
immediately.


Stock-based compensation plans

The Company has a stock-based compensation plan described in
note 6.  No
compensation expense is recognized for this plan when stock or
stock options are
issued to directors, officers and employees.  Any consideration
paid on exercise
of stock options or purchase of stock is credited to share
capital.

												F-6

Consolidated Trillion Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands of Canadian dollars except per
common share
amounts)

June 30, 2002

The Canadian Institute of Chartered Accountants recently issued
Handbook section
3870, Stock-based compensation and other stock-based payments.
Section 3870
outlines a fair value based method of accounting for certain
stock-based
transactions and establishes standards for the recognition,
measurement and
disclosure of stock-based compensation and other stock-based
payments made in
exchange for goods and services.  It applies to transactions in
which an
enterprise grants shares of common stock, stock options, or
other equity
instruments, or incurs liabilities based on the price of common
stock or other
equity instruments.  As permitted by the new Handbook section,
the Company will
adopt these rules effective July 1, 2002.


Exploration costs

Commencing the fiscal year ended June 30, 2001, exploration
expenditures related
to mineral properties are deferred if it is probable these costs
will be
recovered from future operations; otherwise, they are recorded
as an expense in
the period incurred.  Acquisition costs for mineral properties
are deferred
until it is determined these costs will not be recovered from
future operations,
at which point these costs are written off.  Acquisition costs
for mineral
properties and deferred exploration expenditures are depleted on
a unit-of-
production basis commencing at the onset of commercial
production for the
related property.

For reporting periods which ended June 30, 2000 and prior, all
costs relating to
the acquisition and exploration of mineral properties were
capitalized on an
area-of-interest basis, net of contributions from other mineral
companies
related to their acquisitions of working interests until the
viability of the
project was determined.  When properties were brought into
commercial
production, the capitalized amounts were transferred to mining
assets and
amortized using the unit-of-production method based on proven
and probable
reserves.  When an area of interest was abandoned, the related
costs were
charged to operations.

The recoverability of amounts recorded for mineral exploration
costs is reviewed
regularly and written down to the net recoverable amount if
management's long-
term expectation is that the carrying amount will not be
recovered.


Inventory

Inventory, consisting of drilling equipment spare parts, is
valued at the lower
of cost and estimated net realizable value.

												F-7

Consolidated Trillion Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands of Canadian dollars except per
common share
amounts)

June 30, 2002

Investments

Portfolio investments in shares of mineral companies where the
Company does not
exercise significant influence are accounted for using the cost
method.  Gains
and losses on the disposal of investments are computed using the
average cost
method and reflected in the Consolidated Statements of
Operations and Deficit.
The carrying value of an investment is written down to its net
recoverable
amount if a decline in value is judged to be other than
temporary.

The net recoverable amount is based upon the individual
companies' closing
quoted market values.  However, given the size of the Company's
holdings in a
company relative to its recent trading volumes on their
respective stock
exchanges, these quoted market values may not be indicative of
the ultimate
proceeds the Company would receive should the investments be
tendered for sale.

Property and Equipment

Property and equipment are recorded at cost, less accumulated
amortization.
Amortization is provided on a straight-line basis at 10% - 25%
for furniture,
fixtures and equipment, 25% for drilling equipment, and 25% for
motor vehicles.
Mining assets are amortized using the unit-of-production method.

The Company reviews and evaluates the recoverability of its
property and
equipment on a periodic basis.  Estimated future net cash flows,
on an
undiscounted basis are considered.  Such cash flows from each
property are
calculated using estimated recoverable ounces of gold
[considering proven and
probable reserves and mineralization expected to be classified
as reserves];
estimated future gold price realization [considering historical
and current
prices, price trends and related factors]; and operating and
capital costs.
Reductions in the carrying value of property and equipment, with
a corresponding
charge to earnings, are recorded to the extent the estimated
future net cash
flows are less than the carrying value.  Estimates of future
cash flows are
subject to risks and uncertainties and it is reasonably possible
that changes
could occur which may affect the recoverability of property and
equipment.

Cash and cash equivalents

Cash and cash equivalents consist of balances with banks and
investments in
short-term money market instruments.

Financial instruments

The carrying amounts for cash and cash equivalents, accounts
receivable and
accounts payable on the balance sheet approximate fair value
because of the
short terms of these instruments.  Fair value estimates are
subjective in nature
and involve uncertainties in significant matters of judgment
and, therefore,
cannot be determined with precision.  Changes in assumptions
could significantly
affect these estimates.
												F-8


Consolidated Trillion Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands of Canadian dollars except per
common share
amounts)

June 30, 2002

Income taxes

The Company follows the liability method to account for income
taxes.

3. SUBSEQUENT EVENTS

On July 29, 2002 the Company announced it has entered into a
letter of intent
with Goswell Developments of South Africa ["Goswell"] for the
exclusive right to
market and utilize the technologies and systems currently
operated by Goswell to
recover aluminum from smelter dross.  Subject to shareholder
approval, the terms
of the letter of intent include:

1. In consideration for being appointed as Goswell's sole
representative,
Trillion is to issue up to 4 million treasury shares to Goswell
as follows:

a.	2 million shares to be issued when an agreement is signed
with a third
party to build and install a Dross Recovery plant;
b.	1 million shares issued when financing is secured to build
the plant; and
c.	1 million shares upon successful completion and
commissioning of the plant.

2. Goswell is to provide the engineering and technical
assistance to design,
build and commission the first facility at normal commercial
rates.

3. Goswell is to have first right to provide any equipment for
the facilities.

On the successful completion of the agreement, a finders fee of
200,000 treasury
shares of Trillion will be issued to an unrelated party.

4. PROPERTY AND EQUIPMENT
							Accumulated		Net Book
					Cost		Amortization		Value
					$		$				$
2002
Land and building		99			99			-
Furniture, fixtures and
equipment				71			71			-
Drilling equipment		218			218			-
Motor vehicles			75			75			-

					463			463			-
												F-9

Consolidated Trillion Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands of Canadian dollars except per
common share
amounts)

June 30, 2002

							Accumulated		Net Book
					Cost		Amortization		Value
					$			$			$
2001
Land and building		146			146			-
Furniture, fixtures and
 equipment			104			104			-
Drilling equipment		270			270			-
Motor vehicles			102			102			-

					622			622			-

During the year ended June 30, 2002, management reviewed the
recoverability of
its property and equipment on the basis set out in note 2 and
recorded a write-
down of $49 [2001 - $85].

5. INCOME TAXES

The Company has not recognized the benefit of non-capital losses
for Canadian
income tax purposes of approximately $5 million, which will
expire in the fiscal
years up to 2009.

The income tax provision reported differs from the amount,
computed by applying
the Canadian rate to income (loss) before taxes because of the
benefit of tax
loss carry forwards not being recorded in the years the losses
are incurred.

6. SHARE CAPITAL

Basic net income (loss) per common share was computed by
dividing net income
(loss) by the weighted-average number of common shares
outstanding during the
year.  For diluted income per common share, the denominator also
includes
dilutive outstanding stock options determined using the
treasury-stock method.

Common and common equivalent share disclosures are:

							2002		2001		2000
Year ended June 30				$		$		$
Weighted-average common shares
outstanding					8,899,512	8,899,512	5,489,276
Dilutive potential common
shares						-		-		-

Diluted common shares			8,899,512	8,899,512	5,489,276

Options and warrants excluded
from diluted income per common
share as their effect would be
anti-dilutive					800,000	725,000	725,000
												F-10

Consolidated Trillion Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands of Canadian dollars except per
common share
amounts)

June 30, 2002

Authorized share capital comprises of an unlimited number of
non-voting
preferred shares issuable in series and an unlimited number of
common shares
without par value.  Details of the issued and outstanding common
shares are as
follows:

			2002			2001				2000
		Shares	$		Shares	$		Shares	$
Balance,
beginning
of year	8,899,512	55,694	8,899,512	55,694	4,811,512
	53,864

Private
placements	-		-		-		-	4,088,000
	1,830

Balance,
end of
year		8,899,512	55,694	8,899,512	55,694	8,899,512
	55,694

At the Annual General Meeting on February 18, 2000, the
shareholders approved
the issue of up to 4,000,000 common shares of the Company
through private
placements.  During March 2000, the Company issued 898,000
common shares and,
during April 2000, the Company issued 3,190,000 common shares in
private
placements at $0.45 per share for total proceeds of $1,830, net
of share issue
costs.

During the year ended June 30, 2002, the Company granted options
to a Director
to acquire 75,000 common shares for a period not exceeding three
years at $0.37
per share.

Effective November 22, 1999, the Company adopted a new stock
option plan to
grant options to directors, officers and key employees to
acquire up to 833,333
common shares based on the quoted market price of shares on the
date of the
grant.  During the year ended June 30, 2000, the Company granted
options to buy
725,000 common shares for a period not exceeding three years at
$0.37 per share.
As at June 30, 2002, there are 800,000 outstanding and
exercisable options at a
price of $0.37 per share.

During the year ended June 30, 1999, the shareholders approved a
reduction of
the stated capital and deficit totaling $19,501.

7. RELATED PARTY TRANSACTIONS

During the year ended June 30, 2002, companies controlled by
officers and
directors of the Company provided consulting services and
administrative
services to the Company for which $107 [2001 - $120; 2000 -
$252] is included in
general and administrative costs.

As at June 30, 2002, the Company held an investment in 121,628
(post
consolidation) [2001 - 1,131,139 pre-consolidation] common
shares of Canico
Resource Corp.  Effective February 6, 2002, Oliver Gold
Corporation ("Oliver")
completed a merger, which constituted a reverse take-over of
Oliver by the
shareholders of Hastings Resource Ltd.  As a result, from the
perspective of
												F-11

Consolidated Trillion Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands of Canadian dollars except per
common share
amounts)

June 30, 2002

Trillion, the transaction is accounted for as a disposition of a
portfolio
investment with proceeds equal to the agreed value of the Canico
shares on the
transaction date of $1.94 per share.  Oliver consolidated its
share capital on a
9.3 to 1 basis and changed its name to Canico Resource Corp.
Accordingly, the
Company recorded a disposition for proceeds of $236 and a gain
of $157.  During
the year ended June 30, 2001 the Company used 275,860 (pre-
consolidation) Oliver
shares to pay accounts payable.  The Company's President and CEO
since 1999 was
also President of Oliver until the merger and continues to be a
Director of
Canico.

8.	RECONCILIATION BETWEEN CANADIAN AND UNITED STATES
	GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

The Company prepares its accounts in accordance with Canadian
generally accepted
accounting principles [Canadian GAAP], which conform in all
material respects
with United States generally accepted accounting principles
[U.S. GAAP] except
as described below.

Prior to July 1, 2000, certain exploration costs may be
capitalized under
Canadian GAAP but must be expensed as incurred under U.S. GAAP
and, in the
consolidated statements of cash flows, amounts paid for such
exploration costs
may be classified as investing activities under Canadian GAAP
but must be
classified as operating activities under U.S. GAAP.  Costs
related to property
acquisitions are capitalized under U.S. GAAP and recorded at the
lower of cost
and net recoverable value.

During the year ended June 30, 1999, the shareholders approved a
reduction of
the stated capital and deficit totaling $19,501.  The reduction
of the stated
capital and deficit reflected in the Canadian GAAP financial
statements is not
permitted under U.S. GAAP.

In accordance with Canadian GAAP, the Company's former mining
properties were
amortized over proven and probable reserves and mineralization
expected to be
classified as reserves.  Under U.S. GAAP, only proven and
probable reserves are
used as the basis for amortization expense.  The gain on sale of
the Company's
investment in C"te d'Ivoire during the year ended June 30, 2001,
would increase
by $288 and the write-down of mineral properties of $765 for the
year ended June
30, 2002, would not be recorded under U.S. GAAP.

If U.S. GAAP were followed, the consolidated balance sheets and
statements of
operations and deficit as at and for the years ended June 30
would have been
reported as follows:

											F-12

Consolidated Trillion Resources Ltd.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands of Canadian dollars except per
common share
amounts)

June 30, 2002

					2002			2001			2000
					$			$			$

Net income (loss) under
 Canadian GAAP 		(369)		2,851		(1,735)
Add adjustment for mineral
 exploration costs		-			288			765
Net income (loss)
 [U.S. GAAP]			(369)		3,139		(970)
Net income (loss) per
common share - [U.S. GAAP]:

Basic				(0.04)		0.35			(0.18)
Diluted				(0.04)		0.35			(0.18)

					2002			2001			2000
					$			$			$

Deficit [Canadian GAAP]	52,766		52,397		55,248
Deficit reduction
[Canadian GAAP]		19,501		19,501		19,501
Net income (loss)
[Canadian GAAP]		(369)		2,851		(1,735)
Net (income) loss
[U.S. GAAP]			369			(3,139)		970
Adjustment for exploration
expenses - prior years	-			288			1,053
Deficit [U.S. GAAP]		72,267		71,898		75,037
Mineral exploration
[U.S. GAAP]				-			-			-
Share Capital [U.S. GAAP]75,195		75,195		75,195


Under U.S. GAAP, the Company's investments would be adjusted
from their carrying
values under Canadian GAAP to year end quoted market values and
the differences
recorded, net of applicable income taxes, as adjustments to
shareholders'
equity.  The following table sets out the quoted market values
as at June 30,
2002 and 2001 of the Company's investments based upon closing
stock quoted
market share prices at that date.  However, given the size of
the Company's
holding relative to their recent trading volumes, these quoted
market values may
not be indicative of the ultimate proceeds the Company would
receive should the
investments be tendered for sale.

	  Carrying	Adjustment Related	 Increase
Shareholders'
2002	  Market	     Value	 to Market in Deferred   Equity
(US
	  Value	    (Candian	Value(US	 Income Tax	GAAP)
			     GAAP)	GAAP)	(US GAAP)
   	   $			$		$			$		$

Canico 315		236 		79 			- 		79

  Carrying	Adjustment Related	 Increase	   Shareholders'
2001	  Market	     Value	 to Market in Deferred   Equity
(US
	  Value	    (Candian	Value(US	 Income Tax	GAAP)
			     GAAP)	GAAP)	(US GAAP)
   	   $			$		$			$		$


Oliver
 Gold  170		79		91			-		91

									F-13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands of Canadian dollars except per
common share
amounts)

June 30, 2002


For the purposes of U.S. GAAP, the Company continues to follow
APB No. 25,
accounting for stock options issued to employees and,
accordingly, no
compensation expense has been recognized on account of stock
options granted.

9. SEGMENT INFORMATION

The Company operates in one operating segment, being gold mining
operations in
Africa.


10. DISPOSALS AND WRITE-DOWNS

The following is a summary of sales of investments and property
and equipment,
and write-downs of investments, property and equipment and
mineral exploration
costs.

During the year ended June 30, 2000, management reviewed the
recoverability of
amounts recorded for mineral exploration costs on the basis set
out in note 2
and recorded write-downs for Zimbabwe [$745] and Botswana [$20].

Effective October 14, 2000, the Company sold all the Company's
rights to its 15%
interest in the Touba-Biankouma nikel laterite deposite in Cote
d'Ivoire to its
partner in the project, Falconbridge International (Investments)
Limited for US
$2.5 million ($3.8 million Canadian) and realized a gain of $3.4
million.

At June 30, 1999, the Company wrote down its Ndarama mine assets
to their
estimated net realizable value.  On November 21, 1999, the
Company sold its
subsidiary, which operated the Ndarama mine and the Zimbabwe
Concessions (the
"sold assets").  During the period from July 1, 1999 to the date
of disposal,
Ndarama incurred operating losses of approximately $1.2 million.
The
purchasers agreed to receive the sold assets as final settlement
of US
$6,667,000 ($9,843,000 CDN) debentures owing by the Company at
that time to them
(with an original maturity date of December 31, 2000) and US
$750,000
($1,125,000 CDN) other short-term indebtedness together with all
related
interest owing by the Company on such debt at the closing date.
The Company
realized a gain of $1,228,000 on the disposal (which amount
approximated the
operating losses of the mines for the period from July 1, 1999
to the date of
disposal).

During January, 2000, the Company reached an agreement to sell
its 50% interest
in Jena Mines to
its joint venture partner, Zimbabwe Mining Development
Corporation for $1.7
million [approximately US $1.1 million].  The Company realized
no gain on the
sale.  Proceeds of the sale were used to pay outstanding
accounts payable in
Zimbabwe.  The Company's proportionate share of Jena's revenues,
expenses and
cash flows for the year ended June 30, 2002 are as follows:

											F-14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands of Canadian dollars except per
common share
amounts)

June 30, 2002

												2000
												$

Mining revenue
	1,573
Mining and operating expenses

									1,614
Interest expense									20

Net loss for the year								(61)

During the year ended June 30, 2000, no dividends were paid by
Jena and the
Company and its subsidiaries incurred mineral exploration and
related costs on
behalf of Jena in the amount of $nil.

11. CHANGES IN NON-CASH WORKING CAPITAL BALANCES

The changes in non-cash working capital balances relating to
operations is
comprised of:
						2002			2001			2000
						$			$			$

Accounts receivable and
 deposits					156			(221)		800
Inventory					-			229			520
Accounts payable			55			(220)
(2,801)

						211			(212)
(1,481)

12. COMPARATIVE AMOUNTS

Certain of the comparative amounts have been reclassified to
conform with the
presentation adopted in the current year.




F-15